Common use of Periods Beginning Before and Ending After the Closing Date Clause in Contracts

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence at least ten (10) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on the Closing Date Balance Sheet, shall be paid in cash by Seller. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer Purchaser shall permit Seller the Sellers to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the SellerSellers. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Working Capital, shall be paid in cash by Sellerall Sellers. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of the Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer shall permit Seller To the extent that any Taxes applicable to review and comment any period on each such Tax Return described in the preceding sentence at least ten (10) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. Any Taxes of Company with respect to the portion of such period ending on or before the Closing Date, to the extent such Taxes were Date are not included as a Liability liability on the Closing Date Balance Sheet, any such amount shall be paid in cash by Seller. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid deducted by Buyer from the Escrow Deposit, or Companyif for any reason not paid to Buyer from such Escrow Deposit, the Principal Sellers shall indemnify Buyer for any such amount pursuant to Section 12 hereof. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer Purchaser shall permit Seller the Sellers to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the SellerSellers. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Net Assets, shall be paid in cash by Sellerall Sellers. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with GAAP and the prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer to the extent allowed by law, Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer Purchaser shall permit Seller the Sellers to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the SellerSellers. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on the Closing Date Balance Sheet, shall be paid in cash by Sellerall Sellers to the extent such Taxes are not reflected as liabilities and taken into account in the final determination of Working Capital. To the extent Company is entitled to any refund for Taxes paid on or prior to the Closing Date (and, with respect to Taxes paid after the date hereof, such Taxes were either paid by the Company and reflected as a liability and taken into account in the final determination of Working Capital or were paid by Sellers), Purchaser shall promptly remit to Sellers the amount of such refund when received in accordance with Sellers’ pro rata shares set forth on Schedule 2.2(c)(i). The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of the Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer shall will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company (to the extent such positions are permissible under applicable Tax Laws) unless otherwise required by Applicable Law and file or cause to be filed any such Tax Returns. Buyer shall will permit the Seller Representative to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall will make such revisions to such Tax Returns as are reasonably requested by the SellerSeller Representative unless otherwise required by Applicable Law. Any Taxes of the Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Net Working Capital, shall will be paid in cash by Sellerall Sellers. The costs, fees and expenses related to the preparation of such Tax Returns shall will be paid by Buyer or the Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction (A) the numerator of which is the number of days in the taxable period ending on the Closing Date and (B) the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with GAAP and the prior practice of Companythe Company unless otherwise required by Applicable Law.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under required by applicable Tax Laws) Law, and file or cause to be filed any such Tax Returns. Buyer Purchaser shall be entitled to prepare such Tax Returns in a manner different from the manner prior Tax Returns of the Company were prepared; provided, that no deviation of difference in the manner Purchaser prepares such Tax Returns shall result in any increase in the Tax liability of Company related to periods that begin before the Closing Date and end on the Closing Date. Purchaser shall permit Seller Parent to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the SellerParent. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Net Worth, shall be paid in cash by SellerParent. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice GAAP. For the avoidance of Companydoubt, any Taxes resulting from the making of the Section 338(h)(10) Election shall be deemed to relate to the relevant period ended on the Closing Date.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of the Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer shall the Company will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company (to the extent such positions are permissible under unless otherwise required by applicable Tax Laws) Law, and file or cause to be filed any such Tax Returns. Buyer shall The Company will permit Seller Purchaser and Sellers to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns Return and shall will make such revisions to such Tax Returns as are reasonably requested by Purchaser and Sellers. Sellers will timely pay to the Seller. Any appropriate Taxing Authority any Taxes of the Company shown on such Tax Returns with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the calculation of Closing Date Balance Sheet, shall be paid in cash by SellerWC. The costs, fees and expenses related to the preparation of such Tax Returns shall will be paid by Buyer Purchaser or Companythe Company and shall not be considered in calculating Net Working Capital. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with GAAP and the prior practice of the Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer Purchaser shall permit Seller the Sellers to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the SellerSellers. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Net Worth, shall be paid in cash by Sellerthe Sellers. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. For purposes of this SectionSection 10.9(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of the Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer shall the Company, at its cost and expense, will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer shall The Company will permit Seller the Shareholder Representatives to review and comment on each such Tax Return described in the preceding sentence at least ten thirty (1030) days prior to filing such Tax Returns and shall will make such revisions to such Tax Returns as are reasonably requested by the SellerShareholder Representatives. Any Taxes of the Company with respect to the portion of such period ending on the Closing Date, (i) to the extent such Taxes were specifically included as a liability or reserved against in the calculation of Closing Net Working Capital, shall be paid by the Company or (ii) to the extent such Taxes were not included as a Liability on liability or not reserved against in the calculation of Closing Date Balance SheetNet Working Capital, shall be paid in cash by Seller. The costs, fees and expenses related subject to the preparation terms and conditions of such Tax Returns shall Section 5.10(e) and Article VII, and solely and to the extent of available Escrow Funds, will be paid by Buyer or Companya liability of the Shareholders. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing DateDate (provided that any Taxes resulting from transactions of the Company and caused by Parent or Merger Sub on the Closing Date not in the ordinary course of business shall be treated as occurring in the post-closing period). Any credits relating to a taxable period that begins before and ends after the Closing Date shall will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of the Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer shall the Parent will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company (to the extent such positions are permissible under unless otherwise required by applicable Tax Laws) Law, and file or cause to be filed any such Tax Returns. Buyer shall The Parent will permit Seller the Stockholder Representative to review and comment on each such income Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall at least five (5) days prior to filing such sales, use, payroll, property and other Tax Returns where the Tax liability for the period covered by such Tax Return exceeds $5,000, and will make such revisions to such Tax Returns as are reasonably requested by the SellerStockholder Representative. Any The Stockholders will timely pay to the Parent for payment to the appropriate Taxing Authority any Taxes of the Company with respect to the portion of such period ending on the Closing Date, periods to the extent such Taxes were not included as a Liability on liability in the calculation of the Closing Date Balance Sheet, shall be paid in cash by SellerNet Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall will be paid by Buyer or CompanyParent and shall not be considered in calculating the Closing Net Working Capital. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Tax period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable Tax period ending on the Closing Date shall will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable Tax period multiplied by a fraction the numerator of which is the number of days in the taxable period Tax Period ending on the Closing Date and the denominator of which is the number of days in the entire taxable Tax period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable Tax period ended on the Closing Date. Any credits relating to a taxable Tax period that begins before and ends after the Closing Date shall will be taken into account as though the relevant taxable Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with GAAP and the prior practice of Companythe Company (to the extent consistent with GAAP).

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer Purchaser shall permit Seller the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the SellerStockholder Representative. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Working Capital, shall be paid in cash by Sellerall Stockholders. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing DateDate (“Straddle Period Returns”), Buyer Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent so long as such positions are permissible under preparation was consistent with all applicable Tax Laws) and file or cause to be filed any such Tax Straddle Period Returns. Buyer No later than twenty (20) days prior to filing, Purchaser or Parent shall deliver to Seller Representative all such Straddle Period Returns and any of Purchaser’s or Parent’s related work papers and all other related work papers in their possession, use commercially reasonable efforts to obtain and provide to Seller Representative related works papers of any applicable third party accountant or auditor within the same time period, and shall permit Seller Representative to review and comment on each such Tax Straddle Period Return described in the preceding sentence at least ten (10) days prior to filing such Tax Returns and shall make such revisions to such Tax Straddle Period Returns as are reasonably requested by the SellerSeller Representative. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to To the extent such Taxes were not included as a Liability liability in the calculation of Actual Net Assets, the Seller Representative shall direct the Escrow Agent to pay to Company from funds included in the Indemnity Escrow Account an amount equal to the portion of Taxes reported on such Straddle Period Returns that relate to the portion of such taxable period ending on or before the Closing Date Balance Sheet, that were not paid before the Closing Date or that were not reserved for in the calculation of Actual Net Assets; provided however that any applicable Taxes that are actually reimbursed under a Government Contract shall not be paid in cash by Sellerdistributed from the Indemnity Escrow Account to the Purchaser or Parent. The costs, fees and expenses related to the preparation of such Tax Straddle Period Returns shall be paid by Buyer Purchaser or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of the Company relate to any Tax periods which begin on or before the Closing Date and end after the Closing DateDate (each, a "Straddle Period"), Buyer shall will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company (to the extent such positions are permissible under unless otherwise required by applicable Tax Laws) Law and file or cause to be filed any such Tax Returns. Buyer shall will permit the Seller Representative to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall will make such revisions to such Tax Returns as are reasonably requested by the SellerSeller Representative unless otherwise required by applicable Law. Any Taxes of required to be paid by the Company with respect to the portion of such period ending on the Closing DateDate (as determined below) (“Pre-Closing Straddle Period Taxes”), to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Net Working Capital, shall will be paid in cash by SellerSellers. The costs, fees and expenses related to the preparation of such Tax Returns shall will be paid by Buyer or the Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall will (i) in the case of any Taxes other than Taxes based upon property or related to income or receiptssimilar ad valorem Taxes, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction (a) the numerator of which is the number of days in the taxable period ending on the Closing Date and (b) the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts other Taxes, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company which are due after the Closing Date relate to any Tax periods which begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”), Buyer Purchaser shall prepare or cause to be prepared in a manner materially consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) and timely file or cause to be timely filed any such Tax Returns. Buyer No later than twenty (20) calendar days prior to filing, Purchaser shall deliver to Seller a draft of any Tax Return and any related papers and shall permit Seller to review and comment on each such Tax Return described in the preceding sentence at least Return. No later than ten (10) days prior after receipt of each such draft Tax Return, Seller shall notify Purchaser in writing of the existence of any reasonable objection Seller may have to filing any items set forth on each such draft Tax Return. If Purchaser and Seller are unable to resolve such objections within ten (10) days of Purchaser’s receipt of Seller’s written objections, such objections shall be resolved by treating items on such Tax Returns and shall make such revisions in a manner consistent with the past practice of Company with respect to such Tax Returns as are reasonably requested items, unless otherwise required by applicable Law. Purchaser shall timely pay or cause Company to timely pay to the Sellerappropriate Taxing Authority any Taxes of Company with respect to any such period. Any Seller shall promptly reimburse Purchaser in cash for any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheet, shall be paid in cash by Sellercalculation of Actual Net Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. To the extent that any Tax Returns of Company which are due on or before the Closing Date relate to Straddle Period, Purchaser shall promptly reimburse Seller for the amount of any Taxes paid by Seller with respect to any such Tax Return to the extent such Taxes are allocable to the portion of a taxable period that begins after the Closing Date. For purposes of this SectionSection 11.7, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing DateStraddle Period, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any all Taxes other than Taxes based upon or related to income or receiptsthose described in clause (ii) of this sentence, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts or any sales, use or employment Taxes, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating Each party paying Taxes to a taxable period that begins before and ends after the Closing Date Taxing Authority shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect provide at least ten (10) days’ written notice to the foregoing allocations shall be made in a manner consistent with prior practice other party of Companysuch other party’s reimbursement obligation under this Section 11.7.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer Purchaser shall prepare or cause to be prepared in a manner consistent with the prior Tax Returns of Company (to the extent such positions are permissible under applicable Tax Laws) Company, unless otherwise required by Law, and file or cause to be filed any such Tax Returns. Buyer Purchaser shall permit Seller the Parent to review and comment on each such Tax Return described in the preceding sentence at least ten twenty (1020) days prior to filing such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by the SellerParent. Any Taxes of Company with respect to the portion of such period ending on the Closing Date, to the extent such Taxes were not included as a Liability on liability in the Closing Date Balance Sheetcalculation of Actual Net Assets, shall be paid in cash by SellerParent. The costs, fees and expenses related to the preparation of such Tax Returns shall be paid by Buyer Purchaser or Company. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with GAAP and the prior practice of Company.

Periods Beginning Before and Ending After the Closing Date. To the extent that any Tax Returns of the Company relate to any Tax periods which begin before the Closing Date and end after the Closing Date, Buyer shall the Company, at its cost and expense, will prepare or cause to be prepared in a manner consistent with the prior Tax Returns of the Company (to the extent such positions are permissible under applicable Tax Laws) and file or cause to be filed any such Tax Returns. Buyer shall The Company will permit Seller Contributor to review and comment on each such Tax Return described in the preceding sentence at least ten fifteen (1015) days prior to filing such Tax Returns and shall will make such revisions to such Tax Returns as are reasonably requested by the SellerContributor. Any Taxes of the Company with respect to the portion of such period ending on the Closing Date, (i) to the extent such Taxes were included as a liability or reserved against in the calculation of Closing Date Net Working Capital, shall be paid by the Company or (ii) to the extent such Taxes were not included as a Liability on liability or not reserved against in the calculation of Closing Date Balance SheetNet Working Capital, shall be paid in cash by Seller. The costs, fees and expenses related to the preparation of such Tax Returns shall will be paid by Buyer Contributor, at Contributor’s option, by either (i) payment in cash or Company(ii) set off of the outstanding principal under Section 8.2(b) hereof and the terms of the Escrow Note. For purposes of this SectionSection 7.9(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes but does not end on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall will (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall will be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Company.