Common use of Taxes, Returns and Reports Clause in Contracts

Taxes, Returns and Reports. Except as set forth in the Citizens Disclosure Letter, Citizens and the Subsidiaries have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the Financial Information is adequate to cover all of Citizens’ and the Subsidiaries’ tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to March 31, 2013. Neither Citizens nor the Bank has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from March 31, 2013, up to and including the Effective Date, except to the extent reflected on their Financial Information or on financial statements of Citizens or any Subsidiary subsequent to such date and as set forth in the Citizens Disclosure Letter. Neither Citizens nor any Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the Citizens Disclosure Letter, none of the federal, state, or local tax returns of Citizens or any Subsidiary have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the Citizens MBT Disclosure Letter, Citizens MBT and the Subsidiaries have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the Financial Information is adequate to cover all of Citizens’ MBT’s and the Subsidiaries’ tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to March 31June 30, 20132018. Neither Citizens MBT nor the Bank has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiarySubsidiary, from March 31June 30, 20132018, up to and including the Effective Date, except to the extent reflected on their Financial Information or on financial statements of Citizens MBT or any Subsidiary the Subsidiaries subsequent to such date and as set forth in the Citizens MBT Disclosure Letter. Neither Citizens MBT nor any Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the Citizens MBT Disclosure Letter, none of the federal, state, or local tax returns of Citizens MBT or any Subsidiary have been audited by any taxing authority during the past five (5) years.years.3

Taxes, Returns and Reports. Except as set forth in the Citizens C Financial Disclosure Letter, Citizens C Financial and the Subsidiaries Bank have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the Financial Information is adequate to cover all of Citizens’ C Financial and the Subsidiaries’ tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to March 31September 30, 20132014. Neither Citizens C Financial nor the Bank any Subsidiary has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from March 31September 30, 20132014, up to and including the Effective Date, except to the extent reflected on their Financial Information or on financial statements of Citizens C Financial or any Subsidiary the Bank subsequent to such date and as set forth in the Citizens C Financial Disclosure Letter. Neither Citizens C Financial nor any Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the Citizens C Financial Disclosure Letter, none of the federal, state, or local tax returns of Citizens C Financial or any Subsidiary have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the Citizens MBT Disclosure Letter, Citizens MBT and the Subsidiaries have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the Financial Information is adequate to cover all of Citizens’ MBT’s and the Subsidiaries’ tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to March 31June 30, 20132018. Neither Citizens MBT nor the Bank has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiarySubsidiary, from March 31June 30, 20132018, up to and including the Effective Date, except to the extent reflected on their Financial Information or on financial statements of Citizens MBT or any Subsidiary the Subsidiaries subsequent to such date and as set forth in the Citizens MBT Disclosure Letter. Neither Citizens MBT nor any Subsidiary has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the Citizens MBT Disclosure Letter, none of the federal, state, or local tax returns of Citizens MBT or any Subsidiary have been audited by any taxing authority during the past five (5) years.

Taxes, Returns and Reports. Except as set forth in the Citizens Community Bancshares Disclosure Letter, Citizens Community Bancshares and the Subsidiaries Bank have (a) duly filed all federal, state, local and foreign tax returns of every type and kind required to be filed by them as of the date hereof, and each return is true, complete and accurate in all material respects; (b) paid all material taxes, assessments and other governmental charges due and payable or claimed to be due and payable upon them or any of their income, properties or assets; and (c) not requested an extension of time for any such payments (which extension is still in force). Except for taxes not yet due and payable, the reserve for taxes on the Financial Information is adequate to cover all of Citizens’ Community Bancshares and the Subsidiaries’ Bank’s tax liabilities (including, without limitation, income taxes and franchise fees) that may become payable in future years with respect to any transactions consummated prior to March 31April 30, 20132014. Neither Citizens Community Bancshares nor the Bank has or will have, any liability for taxes of any nature for or with respect to the operation of their business, including the assets of any subsidiary, from March 31April 30, 20132014, up to and including the Effective Date, except to the extent reflected on their Financial Information or on financial statements of Citizens Community Bancshares or any Subsidiary the Bank subsequent to such date and as set forth in the Citizens Community Bancshares Disclosure Letter. Neither Citizens Community Bancshares nor any Subsidiary the Bank has received written notice that it is currently under audit by any state or federal taxing authority. Except as set forth in the Citizens Community Bancshares Disclosure Letter, none of the federal, state, or local tax returns of Citizens Community Bancshares or any Subsidiary the Bank have been audited by any taxing authority during the past five (5) years.