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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of all members of the Company Group other than the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyer shall permit Seller to review and comment on such Tax Returns prior to filing and shall consider in good faith any changes reasonably suggested by Seller. Buyer shall pay or cause to be paid the extent Taxes of all members of the Company Group other than the Company with respect to such Taxes are not fully reserved for in the Company’s financial statements, the Sellers periods. Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt of written notice from the Company or the Purchaser that date on which Taxes are paid with respect to such Taxes were paid by the Company or the Purchaser for a period beginning prior periods an amount equal to the Closing Date. 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 Taxes that relates to the portion of such Tax period ending on the Closing Date except to the extent such Taxes are included as current liabilities in Working Capital, which Buyer shall pay. In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be (iA) in the case of Taxes that are based upon or related to income or gross receipts or sales or use Tax, determined based on an interim closing of the books as of the close of business on the day immediately prior to the Closing Date (and for such purposes, the taxable period of any member of the Company Group other than the Company shall be deemed to terminate at such time); and (B) in the case of any Taxes other than gross receipts, sale or use Tax and Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax Taxes for the entire Tax period period, multiplied by a fraction the numerator of which is the number of calendar days in the Tax period ending on the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesperiod.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Following the Purchaser Closing, Buyer shall timely prepare and file, or cause to be prepared and file timely filed (taking into account all available extensions), all other Tax Returns required to be filed by each Company (the “Post-Closing Tax Returns”). Buyer will timely prepare, or cause to be filed any prepared, and timely file, or cause to be filed, all Tax Returns for each member of the Company Group for Straddle Periods (the “Straddle Period Returns”). Buyer will provide Seller Representative with copies of any Straddle Period Returns at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) in the case of income Tax periods Returns and as soon as practicable in the case of all other Tax Returns, accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that begin relate to any Pre-Closing Straddle Period (the “Pre- Closing Taxes”). If Sellers agree with the Straddle Period Return and Straddle Statement, Sellers shall pay to Buyer, not later than five (5) Business Days before the due date for the payment of Taxes with respect to such Straddle Period Return, an amount equal to the Pre-Closing Date and end after Taxes as shown on the Closing Date. To Straddle Statement, but only to the extent such Taxes are not fully reserved reflected as a liability for purposes of calculating Working Capital or included in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending Transaction Expenses Balance on the Closing DateStatement. Such paymentIf, if any, shall be paid by the Sellers within fifteen twenty (1520) days after the receipt of written notice the Straddle Period Return and Straddle Statement, Seller Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Return and Straddle Statement, then Buyer and Sellers shall attempt to resolve their disagreement within five (5) days following the Seller Representative’s notification of Buyer of such disagreement. If Buyer and Sellers are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the Company or the Purchaser that such Taxes were paid calculation as finally determined by the Company or Accountants. If each of the Purchaser for a period beginning prior to Party’s calculation differs equally from the Closing Datecalculation as finally determined by the Accountants, then such cost will be borne half by Sellers and half by Buyer. For purposes of this SectionSection 7.3, 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 that relates to the portion of such Tax period ending on the Closing Date shall (ii.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, or payroll, be deemed to be equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax period ending on the Closing Date Period and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (iib) in the case of any Tax based upon or related to income or receipts, or payroll, be deemed to equal to the amount that would be payable if the relevant Tax period Straddle Period ended on and included the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Balance Sheet. For purposes of this SectionSection 7.10, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of for the Company and its Subsidiaries for Tax all periods that begin before the Closing Date and end after the Closing Date. To The Purchaser shall permit the extent such Taxes are not fully reserved for Selling Shareholders to review and comment on each Tax Return described in the Company’s financial statementspreceding sentence before filing. The Purchaser agrees that any Tax Returns prepared and filed by the Purchaser for periods that begin before the Closing Date and end after the Closing Date will be prepared and filed on a consistent basis with the most recent such Tax Returns, unless the Sellers Purchaser concludes that there is no reasonable basis for such position. The Selling Shareholders shall pay reimburse the Purchaser for Taxes of the Company and its Subsidiaries with respect to such periods within fifteen (15) days after payment by the Purchaser or the Company and its Subsidiaries with respect to the Company an amount equal to the unreserved portion of such Taxes that relates relate to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by the are not reflected in Company or the Purchaser for a period beginning prior to the Closing DateNet Debt. 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 that relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period Period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Buyer shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Tax period beginning prior to after the Closing Date. For purposes of this Sectionsection, 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 that which relates to the portion of such Tax period ending on beginning after the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period ending on beginning after the Closing Date and the denominator of which is the number of days in the entire Tax period (provided that such allocation of Taxes shall be equitably adjusted to reflect any material acquisitions or dispositions of property during the “Pro Rata Amount”), Tax period) and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on began after the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable manner as agreed to by prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Shareholder to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Shareholder shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet. For purposes of this SectionSection 10, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with the partiesprior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Transferor to review and comment on each such Taxes are not fully reserved for Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Transferor shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet or, if applicable, the Revised Most Recent Balance Sheet; provided, however, that the reserve for Tax Liability shall not include any reserve for deferred taxes established to reflect timing differences between book and tax income. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns of for the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing DateDate (the “Straddle Period Returns”). To Buyer will provide the Representative with copies of any Straddle Period Returns at least sixty (60) days prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relate to the portion of such Tax period ending on the Closing Date (the “Pre-Closing Taxes”). If the Representative agrees with the Straddle Period Return and Straddle Statement, the Seller Parties shall pay to Buyer, not later than five (5) Business Days before the due date for the payment of Taxes with respect to such Straddle Period Return, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not fully reserved reflected as a liability for in the Company’s financial statementspurposes of finally calculating Working Capital pursuant to Article 1. If, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen thirty (1530) days after the receipt of written notice the Straddle Period Return and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Return and Straddle Statement, then Buyer and the Representative shall attempt to resolve their disagreement within five (5) days following the Representative’s notification of Buyer of such disagreement. If Buyer and the Representative are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the Company or the Purchaser that such Taxes were paid calculation as finally determined by the Company or Accountants. If each of the Purchaser for a period beginning prior to Party’s calculation differs equally from the Closing Datecalculation as finally determined by the Accountants, then such cost will be borne half by the Representative and half by Buyer. 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 that relates to the portion of such Tax period ending on the Closing Date shall (ii.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iib) in the case of any Tax based upon or related to income or receipts, be deemed to equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyer shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the preceding sentence prior to filing. Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Seller’s Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Citizens, the Company NUG Subsidiaries in which Citizens holds a Retained Interest and the Other Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent Buyer shall permit Seller to review each such Taxes are not fully reserved for Tax Return described in the Company’s financial statementspreceding sentence at least 10 days prior to filing and to comment on each such Tax Return, and shall consider making such revisions to such Tax Returns as may be reasonably requested by Seller. Seller shall remit to Buyer within 15 days after notification to Seller by Buyer or Citizens of the Sellers shall pay imposition, assessment, notice or payment of Taxes with respect to the Company such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such taxable period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 7.2(c), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income income, receipts, salaries or receiptswages, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income income, receipts, salaries or receiptswages, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with generally accepted accounting principles and tax accounting rules.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyers shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the preceding sentence prior to filing. Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyers within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Sub shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Stockholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Sub within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall shall: (iA) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), Taxable period; and (iiB) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate ("STRADDLE TAX RETURNS"). To Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent such Taxes are not fully reserved for in attributable to any period or portion of a period ending on or before the Company’s financial statementsClosing Date, the shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to the Company Buyer an amount equal to the unreserved portion of Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes that relates to shall be calculated as though the portion taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax 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, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Group and the Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To Purchaser and the extent such Taxes are not fully reserved for in Companies shall afford the Company’s financial statements, Representative a reasonable opportunity to review the Sellers shall pay to the Company an amount equal to the unreserved portion proposed form of such Taxes that relates to the portion any state income Tax Return of the Tax Group and the Companies for any period ending on that begins before and ends after the Closing DateDate and shall not file any such Tax Return without the prior written consent of the Representative, which consent shall not be unreasonably withheld. Such payment, if any, Revisions reasonably requested by the Representative to such proposed Tax Returns shall be paid considered in good faith by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DatePurchaser. For purposes of this SectionAgreement, 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning preceding sentence prior to filing. The Buyer and the Closing DateSeller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. 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 that which relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed consistent with prior practice of the Company. The intent of this paragraph is that taxes related to H&H when vended out be paid by the parties.H&H.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Transferor to review and comment on each such Taxes are not fully reserved for Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Transferor shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet. For purposes of this SectionSection , 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be timely filed any all Tax Returns of the Company for Tax taxable periods that begin beginning before the Closing Date and end ending after the Closing Date. To The Company shall permit the Selling Stockholders to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Selling Stockholders. All Tax Returns to be prepared by or for the Company pursuant to this Section 7.3 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by Legal Requirements. The Selling Stockholders shall be responsible for all Taxes of the Company which relate to the portions of any taxable periods ending at the close of business on the Closing Date to the extent such Taxes are have not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be already been paid by the Sellers within fifteen Selling Stockholders (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid including payments made by the Company or the Purchaser for a period beginning Selling Stockholders prior to the Closing), except to the extent reflected in Closing DateWorking Capital as finally determined pursuant to Section 1.4. The Selling Stockholders shall pay to (or as directed by) the Company any such amounts by no later than five (5) Business Days prior to the due date for paying such amount of Taxes to the relevant tax authority. For purposes of this SectionSection 7.3, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending at the close of business on the Closing Date shall (ia) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended at the close of business on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before 44 and ends after the Closing Date shall be taken into account as though allocated on a basis consistent with the relevant Tax period ended on allocations made pursuant to the Closing Datepreceding sentence. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed that endeavors to by be consistent with the partiesprior practice of the Company to the extent such practice complies with applicable Legal Requirements.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent Purchaser shall permit Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, preceding sentence at least thirty (30) days prior to the Sellers due date for such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Sellers. Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes in the aggregate exceed the aggregate amount of Taxes reflected in the Final Net Working Capital. For purposes of this SectionSection 6.7, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay Any credits or reductions to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any (such as net operating losses or credits losses) relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax 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. Purchaser shall use reasonable manner as agreed best efforts to by prepare the partiesreturns described in Section 6.7(a) and this Section 6.7(b) for Sellers’ review, comment and filing within 60 days after the Closing (to the extent the relevant taxable period has ended before that 60th day).

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall timely pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of each such Overlap Period Tax Return at least thirty (30) days prior to the due date for filing such Tax Return. At least fifteen (15) days prior to the due date for the filing of such Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Return. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. The Seller Entities shall pay directly upon demand from the Buyer with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 8, 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 Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receiptssales and use Tax, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the parties.Company. (d)

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser American Healthways shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end StatusOne which are to be filed after the Closing Date. To The StatusOne Stockholders shall pay to American Healthways within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the Taxes which relate to the taxable period ending on or prior to the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion balance sheet of the Most Recent Financial Statements. American Healthways shall permit the Principal Stockholders to review and comment on each such Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning Return described in this Section 9.2 prior to the Closing Datefiling. 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 that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) shall, 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of StatusOne.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the each Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall timely pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of each such Overlap Period Tax Return at least thirty (30) days prior to the due date for filing such Tax Return. At least fifteen (15) days prior to the due date for the filing of such Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Return. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the applicable Company with respect to such items unless otherwise required by law. The Seller Entities shall pay to the Buyer within thirty (30) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 9, 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 Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receiptssales and use Tax, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a taxable period prior to the period for which a Tax period that begins before and ends after the Closing Date Return is due shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesapplicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser (a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Transferred Companies and their Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (each a "Straddle Period"). To the extent With respect to such Taxes are not fully reserved periods, Seller shall be responsible for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved Seller's allocable portion of such Taxes that relates to the portion of the Tax period ending on the ("Seller's Post-Closing DateTaxes") in accordance with this Section 10.4. Such payment, if any, Seller's Post-Closing Taxes shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax period ending on the Closing Date shall be: (i) in the case of any Taxes other than Taxes based upon real or related personal property Tax, an amount equal to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period for which such Taxes are paid ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and period; or (ii) in the case of any Tax based upon or related to income or receiptsother Tax, be deemed equal to the amount that would be payable by the Transferred Companies and their Subsidiaries if the relevant Tax period taxable year ended on the Closing Date. The Sellers For purposes of this clause (ii), exemptions, allowances or deductions that are calculated on an annual basis shall pay be apportioned on a daily basis between the portion of the period before and after the Closing Date. (b) At least 30 days prior to the Company with the payment filing of any taxes due hereunder, the Sellers’ Pro Rata Amount Tax Return of the costs and expenses incurred by the Purchaser Transferred Companies or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends their Subsidiaries for any taxable periods ending after the Closing Date (a "Post-Closing Tax Return") which includes any Seller's Post-Closing Taxes, Buyer shall be taken into account provide Seller with a copy of the return along with Buyer's calculation of Seller's Post-Closing Taxes related thereto. Unless Seller disagrees with Buyer's calculation, within 30 days of receipt of these items, Seller shall pay to Buyer an amount equal to the excess of Seller's Post- Closing Taxes over the sum of (i) the amount paid by Seller in respect of Taxes in respect of Straddle Periods prior to the Closing Date and (ii) the amount shown as though the relevant Tax period ended a liability on the Closing DateBalance Sheet in respect of Straddle Periods. All determinations necessary If Seller disagrees with Buyer's calculation of Seller's Post-Closing Taxes, Seller may instead deliver a notice to give effect Buyer disagreeing with such calculation and setting forth Seller's calculation of such amount or amounts, along with the amount Seller calculated as Seller's Post-Closing Taxes. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees and Seller shall be deemed to have agreed with all other items and amounts of Seller's Post-Closing Taxes. (c) If a notice of disagreement shall be delivered pursuant to Section 10.4(b), the parties hereto shall, during the 15 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts. If, during such period, the parties are unable to reach such agreement, they shall promptly thereafter select an Independent Accounting Firm and request that such firm promptly review the disputed items or amounts for the purpose of calculating Seller's Post-Closing Taxes. Such Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a report setting forth such calculation or calculations. Such report shall be final, conclusive and binding upon the parties hereto, and Seller shall pay to Buyer an amount equal to the foregoing allocations excess of Seller's Post-Closing Taxes as calculated by such Independent Accounting Firm over the sum of (i) the amount paid by Seller in respect of Taxes in respect of Straddle Periods prior to the Closing Date and (ii) the amount shown as a liability on the Closing Balance Sheet in respect of Straddle Periods within five business days after receipt of such report. The cost of such review and report shall be made in a reasonable manner as agreed to borne equally by the partiesSeller and Buyer.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall cause the Company or the Purchaser shall Group Entities to prepare or cause to be prepared prepared, in a manner consistent with past practice, and, if applicable, in a manner consistent with Section 7.11, and file or cause to be filed any Tax Returns of for the Company Group Entities for Tax periods that begin on or before the Closing Date and end after the Closing DateDate (a “Straddle Period”). To The Buyer shall permit or shall cause the extent Company Group Entities to permit the Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers shall pay preceding sentence prior to the Company an amount equal filing and to the unreserved portion of make such Taxes that relates revisions to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid Returns as are reasonably requested by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateSeller. For all purposes of this SectionAgreement, 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 Dateany Straddle Period, the portion amount of such Tax that relates Taxes allocable to the portion of such Tax period the Straddle Period ending on the Closing Date shall be deemed to be: (i) in the case of any Taxes other than Taxes based upon imposed on a periodic basis (such as real or related to income or receiptspersonal property Taxes), be deemed to be the amount of such Tax Taxes for the entire Tax period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the Tax period Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Tax period (the “Pro Rata Amount”), relevant Straddle Period; and (ii) in the case of any Tax Taxes not described in (i) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be deemed equal determined as if such taxable period ended as of the end of the Closing Date. Without duplication of any right to recovery herein, for any such Pre-Closing Tax Returns reporting Taxes imposed on a Company Group Entity and for which a Company Group Entity is primarily liable under Law, the Seller shall reimburse the Buyer for such Taxes paid by or on behalf of a Company Group Entity reflected on such Tax Returns for a Straddle Period allocable to the amount that would be payable if the relevant Tax period ended portion of such Straddle Period ending on the Closing Date. The Sellers Buyer shall pay have the right to represent the Company Group Entities with respect to any Tax claims or audits with respect to all Straddle Periods; provided, however, that with respect to any such Tax matters other than with respect to each Tax Equity Partnership and its Subsidiaries, (w) the Buyer shall keep the Seller reasonably and timely informed with respect to the Company with the payment commencement, status and nature of any taxes due hereundersuch Tax claim or audit, (x) the Seller shall have the right to participate in (but not to settle) any such Tax claim or audit at its expense, (y) the Seller shall not settle any such Tax claims or audits without the consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that with respect to the Tax Equity Partnerships, the Sellers’ Pro Rata Amount Buyer shall have such rights only to the extent expressly permitted by the Tax Equity Partnership Agreements and the Seller’s rights under this Section 7.9(b) shall apply only as to such rights of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of Buyer under the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesEquity Partnership Agreements.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning preceding sentence prior to filing. The Buyer and the Closing DateSeller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. 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 that which relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (“Straddle Period”). To the extent such Taxes are not fully reserved Any Tax Return for any Straddle Period shall be prepared in a manner and utilizing judgments consistent with the Company’s financial statementsprior practice, unless such practices, manner or judgments are unreasonable or improper. Purchaser shall provide Sellers and their authorized representatives with copies of such Tax Returns at least thirty (30) days prior to the due date and shall make such revisions to such Tax Returns as are reasonably requested by Sellers. Sellers shall pay to Purchaser within thirty (30) days of the Company receipt of a request by Purchaser, accompanied by supporting documentation, an amount equal to the unreserved excess of (a) the portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date over (b) the Sellers within fifteen (15) days after receipt of written notice from Taxes reflected in any reserve for Tax Liability contained in the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateCompany’s books and records. For purposes of this SectionSection 6.2, 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 that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes (including real property Taxes and other property Taxes) other than Taxes based upon or related to income or receiptsreceipts (or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event), be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receiptsreceipts (including franchise Taxes) or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event, the Tax payable by Seller shall be deemed equal to the amount that would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount Date based on an interim closing of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing books as of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on end of the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Seller and Parent shall prepare or cause to be prepared and file or cause to be filed any all Malaysian income Tax Returns of for the Company for all Tax periods that which begin before the Closing Date and end after the Closing DateDate (any such period, a "Straddle Tax Period"), which shall be reasonably satisfactory to Buyer and the ------------------- Company, and Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns (other than Malaysian income Tax returns) for all Straddle Tax Periods, which shall be reasonably satisfactory to Seller and Parent. To Buyer shall provide, or shall cause the Company to provide, any documents reasonably requested by Seller or Parent in order to enable Seller and Parent to complete such Malaysian income Tax Returns. Seller and Parent shall permit Buyer to review and comment on each such Malaysian income Tax Return described in this Section 11.4(b) prior to filing. Any portion of any Tax which must be paid in connection with any Straddle Tax Period, to the extent such Taxes are not fully reserved for in attributable to any period or portion of a period ending after the Company’s financial statementsClosing Date, the Sellers shall pay be referred to herein as "Post-Closing Taxes." Buyer shall pay, or cause the Company to ------------------ pay, an amount equal to the unreserved portion Post-Closing Taxes due with any Tax Returns for any Straddle Tax Period upon the filing of any such Tax Return with the appropriate governmental authorities, and Buyer and the Company shall indemnify and hold Seller and Parent harmless against and from all Post-Closing Taxes. Any Taxes that relates due related to any Straddle Tax Period other than Post-Closing Taxes are referred to herein as "Pre-Closing Taxes." Seller and Parent shall pay an ----------------- amount equal to the portion Pre-Closing Taxes due with any Tax Return for any Straddle Tax Period upon the filing of any such Tax Return with the appropriate governmental authorities, and Seller and Parent shall indemnify and hold Buyer and the Company harmless against and from all Pre-Closing Taxes. Where the Post-Closing Taxes involve a period which begins before and ends after the Closing Date, such Post-Closing Taxes shall be calculated as though the taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser ; provided that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed Tax not based 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 that relates to the portion of such Tax 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, such Post- Closing Taxes shall be deemed equal to be the amount of such Tax for the entire Tax period taxable year, multiplied by a fraction fraction, the numerator of which is shall be the number of days from the day after the Closing Date through the end of the taxable year and the denominator of which shall be the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiestaxable year.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Buyer and the Purchaser Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax tax periods that begin before the Closing Date and end after the Closing DateDate and pay all Taxes owed by the Company for such periods, including all payroll taxes relating to the Option Cashout Amounts. To The Company shall remit all employer payroll taxes related to the extent such Taxes are not fully reserved Option Cashout Amounts prior to the Closing Date or reflect the full amount of the liability for the employer payroll taxes in the Company’s financial statements, Closing Date Balance Sheet. The Shareholder Representative shall direct the Sellers shall Escrow Agent to pay to the Company an amount equal to Surviving Corporation from funds comprising the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Indemnification Escrow Amount within fifteen (15) days after receipt the date on which such Taxes are paid with respect to such periods an amount equal to the portion of written notice from such Taxes that relate to the Company portion of such taxable period ending the day before the Closing Date that were not paid before the Closing Date or that were not reserved for on the Purchaser Closing Date Balance Sheet, except to the extent that such Taxes were paid by are allowable and recoverable costs for inclusion in the Company or the Purchaser for a period beginning prior to the Closing Datecosts of agreements with Governmental Entities. For purposes of this SectionSection 8.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable by the Company for a Taxable taxable period that includes (but does not end on) ends after the Closing Date, the portion of such Tax that payable by the Company which relates to the portion of such Tax taxable period ending on the day before 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable by the Company if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins day before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany (taking into account (i) the Tax status of the Company for such period, including its Subchapter S corporation status for federal income Tax purposes and any similar status for other Tax purposes, and (ii) Taxes that are allowable costs and recoverable for inclusion in the costs of agreements with Governmental Entities).

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared prepared, at its own expense, and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. Each Tax Return shall be prepared in a manner consistent with (i) applicable laws, (ii) this Agreement, and (iii) the past practice in preparing its income Tax Returns. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such paymentPurchaser shall deliver a copy of each draft Tax Return and a statement setting forth Seller’s portion of Taxes reflected on such draft Tax Return, if anyany (a “Straddle Period Allocation Statement”), shall be paid by to Seller for its review and comment no later than thirty (30) days prior to the Sellers due date for such Tax Return. If Seller and Purchaser are unable to resolve any dispute regarding such draft Tax Return or the related Straddle Period Allocation Statement within fifteen (15) days after receipt Purchaser submits such Tax Return and Straddle Period Allocation Statement to Seller then the dispute shall be finally and conclusively resolved by an Independent Tax Firm, which shall determine and report to the parties and such report shall be final, binding and conclusive on the parties. The fees and disbursements of written notice from the Company or the Purchaser that such Taxes were paid Independent Tax Firm shall be shared equally by the Company or Seller and the Purchaser for a period beginning prior to the Closing DatePurchaser. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that periods, which begin before the Closing Date Date, and end after the Closing Date. To The Buyer shall deliver any such Tax Return prepared by the Buyer to the Sellers’ Representative for the Sellers’ Representative’s review and approval at least thirty (30) days before such Tax Return is due. The Sellers shall pay to Buyer within three (3) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall face of the Closing Balance Sheet. Should Seller fail to pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the its pro-rata portion of the Tax period ending on the Closing Date. Such paymenttax due, if any, shall such amount due may be paid by the Sellers within fifteen (15) days after receipt of written notice deducted from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior any and all amounts due to the Closing DateSeller under this Agreement. 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 that which relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Seller to review and comment upon each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period (the “Pro Rata Amount”), and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany .

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Buyer and the Purchaser Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax tax periods that begin before the Closing Date and end after the Closing DateDate (a “Straddle Period” and such Tax Returns, a “Straddle Period Return”) and pay all Taxes owed by the Company for such periods. To Prior to Filing any Straddle Period Return, Buyer and the extent such Taxes are not fully reserved for in Surviving Corporation shall afford the Company’s financial statements, Shareholder Representative a reasonable opportunity to review and comment on the Sellers proposed form of any Straddle Period Return. The Shareholder Representative shall direct the Escrow Agent to pay to the Company an amount equal to Surviving Corporation from funds comprising the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Escrow Amount within fifteen (15) days after receipt the date on which such Taxes are paid with respect to such periods an amount equal to the portion of written notice from such Company Taxes that relate to the Company portion of such taxable period ending on the Closing Date that were not paid before the Closing Date or that were not reserved for on the Purchaser Closing Date Balance Sheet, except to the extent that such Taxes were paid by are allowable and recoverable costs for inclusion in the Company or the Purchaser for a period beginning prior to the Closing Datecosts of agreements with Governmental Entities. For purposes of this SectionSection 8.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable by the Company for a Taxable period that includes (but does not end on) the Closing Dateany Straddle Period, the portion of such Tax that payable by the Company which relates to the portion of such Tax taxable period ending on the day before 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable by the Company if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins day before and ends after the Closing Date (which shall be taken into account as though the relevant include amount of any Tax period ended on the Closing Date. All determinations necessary solely attributable to give effect to the foregoing allocations shall be a deemed asset sale arising by reason of any Code Section 338(h)(10) election made in a reasonable manner as agreed to by the parties.Buyer and the

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer -------------------------------------------------------------- shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall Buyer will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Shareholders will pay to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statementsreserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in the Closing Date Balance Sheet. In the event the Company receives any refund for Taxes with respect to such periods, the Sellers shall Buyer will pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Shareholders within fifteen (15) days after receipt of written notice from the Company such refund by Buyer or the Purchaser that Company, an amount equal to such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Daterefund. For purposes of this SectionSection 10.2, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall will (ia) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall will be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers Seller. The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared prepared, in a manner consistent with the past practice of Company and Water Subsidiaries, except as otherwise required by applicable Law, and file or cause to be filed any Tax Returns of the Company and Water Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. To In the extent case of each such Taxes are Tax Return prepared or filed by Buyer, Buyer shall submit a pro forma Tax Return (with copies of any relevant schedules, work papers and other documentation) to Seller for approval within a reasonable time prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions), which approval shall not fully reserved for be unreasonably withheld, and shall incorporate on such Tax Return any reasonable comments timely provided in the Company’s financial statements, the Sellers writing by Seller in respect of such Tax Return. Seller shall pay to Buyer within ten (10) business days after the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by are not reflected in the Company or reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Purchaser for a period beginning prior to face of the Final Closing DateBalance Sheet. For purposes of this SectionAgreement, 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 Taxes that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receiptsreceipts or net worth (e.g., franchise taxes), be deemed to be the amount of such Tax Taxes for the entire Tax period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date Date, and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax Taxes based upon or related to income or receiptsreceipts or net worth (e.g., franchise taxes), be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to , using the Company "closing of the books" method of accounting, and in a manner consistent with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax ReturnsFinal Closing Balance Sheet. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Target Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget .

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer -------------------------------------------------------------- shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany .

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing and shall prepare such Tax Returns in accordance with the Company's past practice insofar as they relate to the Company and as long as such practice is in accordance with applicable law. The portion of any Tax liability of the Company which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , excluding any income Tax liability of the Company resulting from a Section 338(h)(10) Election, shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyer an amount equal to the Pre- Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes are not fully reserved for in accrued as a liability on the Company’s financial statementsClosing Balance Sheet used to determine the Final Purchase Price pursuant to Section 2.3) at least ten (10) days before Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre- Closing Taxes shall be calculated as though the Sellers shall pay to taxable year of the Company an amount equal to the unreserved portion of such Taxes that relates to the portion terminated as of the Tax period ending close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax 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, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of the Company. Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify and hold Buyer harmless against, all Taxes attributable to or arising out of the failure of the Company to be qualified as agreed to by an "S corporation" at any time and all Taxes (including Taxes resulting from a Section 338(h)(10) Election) imposed on the partiesCompany under Code Section 1374 and any similar state or local law.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company ABPH for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Closing Date Balance Sheet. For purposes of this SectionSection 9.05, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (iA) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiB) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of ABPH.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare and file or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Purchaser shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statementspreceding sentence prior to filing. The Seller shall reimburse the Purchaser, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt the date on which such costs are paid with respect to such periods, for one half of written notice from the Company or costs associated with the Purchaser that preparation and filing of such Tax Returns. The Seller shall deliver to the Purchaser, at least three (3) business days prior to the date on which such Taxes were paid by are required to be paid, that portion of the Company or Taxes which relate to the Purchaser for a portion of such taxable period beginning prior to ending on the Closing Date. For purposes of this SectionSection 12.3(B), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesAcquired Companies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser BCBS shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company CMS for Tax periods that which begin before the Closing Date and end after the Closing Date. To Such Tax Returns shall be prepared on a basis consistent with Tax Returns prepared for prior taxable periods, except as otherwise required by Law. At least fifteen (15) days prior to filing such Tax Returns, BCBS shall provide West Bend with a copy of such Tax Return for West Bend's review and comment. West Bend shall pay to BCBS within thirty (30) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers face of the Closing Balance Sheet. CMS shall pay to the Company an amount equal to the unreserved portion balance of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Datetaxes. 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 that which relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of CMS.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Returns”). To Buyer shall provide Seller at least 15 days to review and comment on each such Tax Return prior to filing. Buyer shall consider any such comments from Seller and shall discuss any disagreements with Seller in good faith. If Buyer then files the Tax Return without accepting one or more comments from Seller, Seller shall have up to 30 days after it becomes aware of such filing to submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall address only the disputed Tax position and whether such position violates this Agreement, as neither the Seller nor the arbitrator shall have the right to dictate any revision or amendment to any Tax Return). Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent such Taxes are not fully reserved for in attributable to the Company’s financial statementsportion of the period ending on or before the Closing Date, the Sellers shall be referred to herein as “Pre-Closing Straddle Taxes.” The Seller shall pay to Buyer (or to the Company applicable Taxing authority) an amount equal to the unreserved Pre-Closing Straddle Taxes due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the related Tax liability (unless Seller pays the Tax liability, in which case Buyer shall reimburse Seller for Buyer’s applicable portion of such promptly upon request by Seller). Pre-Closing Straddle Taxes that relates to shall be calculated as though the portion taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment; provided, if anyhowever, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax 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, proceeds, profits or similar items, Pre-Closing Straddle Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed consistent with prior practice of the Company. Seller shall receive all refunds (including interest) due for the periods prior to Closing (and Buyer shall not apply such refunds to offset amounts for any other period). Further, Buyer shall not take any Tax position (or amend and prior filings) after Closing (including for periods that are solely with respect to post-Closing periods) that would have the effect of increasing the Tax payable by Seller with respect to any period prior to Closing, or that Seller reasonably believes is otherwise contrary to the partiesinterests of Seller or that would require Seller to amend any of its own prior Tax Returns.

Tax Periods Beginning Before and Ending After the Closing Date. The To the extent not allocated in this Agreement, Seller shall be responsible for and shall promptly pay when due all Taxes levied with respect to the Company or and the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns assets of the Company attributable to the Pre-Closing Tax Period. Buyer shall be responsible for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such shall promptly pay when due all Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay levied with respect to the Company an amount equal and the assets of the Company attributable to the unreserved portion Post-Closing Tax Period. All such Taxes levied with respect to the Company for the Straddle Period (collectively, the “Apportioned Obligations”) shall be apportioned between Buyer and Seller based on the number of days of such Tax Period included in the Pre-Closing Tax Period and the number of days of such Tax Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Taxes attributable to the Company that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that relates is attributable to the portion Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to the Tax period ending on Company, Buyer and Seller shall present a statement to the Closing Dateother setting forth the amount of reimbursement to which each is entitled under this Section 6.2(b) together with such supporting evidence as is reasonably necessary to calculate the proration amount. Such payment, if any, The proration amount shall be paid by the Sellers party owing it to the other within fifteen ten (1510) days after receipt delivery of written notice from such statement. In the Company event that Buyer or the Purchaser that such Taxes were paid by the Company or the Purchaser Seller shall make any payment for a period beginning prior which it is entitled to the Closing Date. For purposes of reimbursement under 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 DateSection 6.2(b), the portion applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of such Tax that relates to the portion of such Tax 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 a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such Tax for the entire Tax period multiplied by a fraction the numerator of which supporting evidence as is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related reasonably necessary to income or receipts, be deemed equal to calculate the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesreimbursement.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Shareholders to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet. For purposes of this SectionSection 8, 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 that which relates to the portion of such Tax 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 receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Subsidiary for Tax periods that begin before the Closing Date and end after the Closing Date. To Seller shall pay to Buyer within thirty days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Final Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. For purposes of this SectionSection 10.2 and Section 10.1, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ia) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Acquiror shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the "Short Period Returns"). To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Significant Target Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Acquiror within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall Buyer will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the for each Project Company for Tax periods that begin before the Closing Date and end after the Closing DateDate and will pay all Taxes shown as due on such Tax Returns. To the extent Buyer will permit Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers shall preceding sentence prior to filing and will make such revisions to such Tax Returns as are reasonably requested by Seller. Seller will pay to Buyer within fifteen (15) calendar days after the Company date on which Buyer pays the Taxes shown due on the Tax Returns an amount equal to the unreserved portion of such payment that is attributable to Taxes that relates to for the portion of the Tax such Taxable period ending on the Closing Date. Such payment, if any, shall be paid by Date (the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the “Pre-Closing DateTax Period”). For purposes of this SectionArticle 10, 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 that relates to the portion of such Pre-Closing Tax period ending on the Closing Date shall Period will (ia) in the case of any Taxes other than Taxes based upon or related to income or receiptsIncome Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of calendar days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iib) in the case of any Tax based upon or related to income or receiptsIncome Tax, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a reasonable manner consistent with prior practice of each Project Company or as agreed to by the partiesParties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Acquiror shall prepare or cause to be prepared prepared, and file or cause to be filed filed, any Tax Returns of the Company or Graymor for Tax periods that which begin before the date of the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion date of the Tax period ending on the Closing DateClosing. Such payment, if any, Shareholders shall be paid by the Sellers immediately reimburse Acquiror within fifteen (15) days after receipt the date on which Taxes are paid with respect to such Tax periods an amount equal to the portion of written notice from such Taxes which relates to the portion of such taxable period ending on the date of the Closing to the extent such taxes are not reflected in the reflected in the segregated accounts of the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior Graymor referred to the Closing Datein Section 3.17(a) of this Agreement. For purposes of this Section, Section 10.1(d) in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Datedate of the Closing, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the date of the Closing Date shall (ix) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the date of the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the 39 41 amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount date of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing DateClosing. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to consistent with prior practice of the Company and Graymor. In addition, if the Company has an income tax obligation for the period beginning July 1, 2000, then Acquiror will pay the amount of the tax obligation in excess of all amounts previously paid or reserved by the partiesCompany up to an aggregate amount of $25,000; provided, however, Acquiror will not be required to make such payment if it is unable to make use of a substantial amount of the Company's charitable deduction carry forward.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Telecom for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Telecom shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements. (For purposes of this SectionSection 9.2, 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 that which relates to the portion of such Tax 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Telecom.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , shall be referred to herein as “Pre-Closing Taxes.” Sellers shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns, to the extent such Taxes are not fully reserved for in accrued as a current liability and used to reduce the Company’s financial statements, the Sellers shall Purchase Price at least ten (10) days before Buyer is required to pay to or cause the Company an amount equal to pay the unreserved portion of related Tax liability. If the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes that relates to shall be calculated as though the portion taxable year of the Tax period ending Company terminated as of the close of business (Eastern time) on the Closing Date. Such payment; provided, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser however that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a Tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax 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, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Eastbrokers shall prepare or cause to be prepared and file or cause to be filed any Returns Tax Return of the Company Xxxxxx for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Former Xxxxxx Members shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Eastbrokers within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Interim Financial Statements. For purposes of this SectionSection 10.1(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 that which relates to the portion of such Tax the Taxable period ending on the Closing Date shall (iA) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiB) in the case of any Tax based upon or related to income or receipts, receipts be deemed to be equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Xxxxxx.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser (a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the The Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Tax period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Latest Balance Sheet. 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 that which relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of each of the partiesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer and/or the Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods any period that begin before includes but does not end on the Closing Date (a “Straddle Period”). The Buyer and end after the Closing Date. To Company shall permit the extent Principal Shareholder to review and comment on each such Taxes are not fully reserved for Tax Return described in the prior sentence at least ten (10) days prior to filing. All Tax Returns to be prepared by or for the Buyer or the Company pursuant to this Section 5.8(b) shall be prepared in a manner consistent with the past practices of the Company’s financial statements, the Sellers except as otherwise required by law. The Principal Shareholder shall be responsible for and shall pay to (or as directed by) the Company an amount amounts equal to the unreserved portion portions of such Taxes that relates relate to the portion of the Tax period ending on the Pre-Closing Date. Such paymentTaxable Periods as determined under this Section 5.8(b), if any, and such payments shall be paid made in each applicable case by the Sellers within fifteen no later than five (155) business days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Datedue date for paying such amount of Taxes to the relevant Tax authority. For purposes of this SectionSection 5.8(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 Dateany Straddle Period, the portion of such Tax that relates to the portion of such Tax period ending on the Pre-Closing Date Taxable Period shall (ia) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though on a basis consistent with the relevant Tax period ended on the Closing Date. All determinations necessary to give effect allocations made pursuant to the foregoing allocations preceding sentence. The Principal Shareholder shall not be made in liable to the Buyer for penalties and interest resulting from the Buyer’s knowing failure to timely file any required Tax Returns for any Straddle Period, except as a reasonable manner as agreed to by the partiesresult of any breach of Section 2.9.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Buyer and the Purchaser Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax tax periods that begin before the Closing Date and end after the Closing DateDate and pay all Taxes owed by the Company for such periods, including all payroll taxes relating to the Option Cashout Amounts and the Option Non-Cashout Amounts. To The Company shall remit all payroll taxes related to the extent Option Cashout Amounts prior to the Closing Date or reflect the full amount of the liability for such payroll taxes in the Closing Date Balance Sheet. The Stockholder Representative shall direct the Escrow Agent in a signed writing to distribute to the Surviving Corporation from funds comprising the Indemnification Escrow Amount within fifteen (15) Business Days after the date on which such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay paid with respect to the Company such periods an amount equal to the unreserved portion of such Taxes that relates relate to the portion of the Tax such taxable period ending on the Closing Date. Such paymentDate that were not paid before the Closing Date or that were not reserved for on the Closing Date Balance Sheet in a manner consistent with past practice of the Company, if any, shall be paid by except to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser extent that such Taxes were paid by are allowable and recoverable costs for inclusion in the Company or the Purchaser for a period beginning prior to the Closing Datecosts of agreements with Governmental Entities. For purposes of this SectionSection 8.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable by the Company for a Taxable taxable period that includes (but does not end on) ends after the Closing Date, the portion of such Tax that payable by the Company which relates to the portion of such Tax 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable by the Company if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany (taking into account (i) the Tax status of the Company for such period, including its Subchapter S corporation status for federal income Tax purposes and any similar status for other Tax purposes, and (ii) Taxes that are allowable costs and recoverable for inclusion in the costs of agreements with Governmental Entities).

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To Buyers shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the preceding sentence prior to filing. Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyers within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by that relate to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Parent shall permit the extent Shareholders’ Representative to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. The Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Parent within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Company’s balance sheet as of March 31, 2006. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company respective company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company Companies or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company Xxxxx or SDI in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company respective company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company Companies or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company Seller or TPC in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes Taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Parent shall permit the extent Principal Shareholders to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. The Principal Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Parent within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Current Balance Sheet. For purposes of this SectionSECTION 12, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (i) shall, 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period; and, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Subject to Section 7.10.3, the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Sellers shall pay to the Buyer, on a pro rata basis according to each Seller's Seller's Percentage, an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date reflected on a Final Tax Return to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Statement. The Sellers shall pay to the Company an amount equal to the unreserved portion of make such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers reimbursement within fifteen (15) days after receipt the later to occur of written notice from (a) the Company date an applicable Final Tax Return becomes final pursuant to Section 7.10.3 hereof, or (b) the Purchaser that such Taxes were paid by date the Company or the Purchaser for a period beginning prior Final Closing Statement becomes final pursuant to the Closing DateSection 3.6.4 hereof. For purposes of this SectionSection 7.10.2, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company BICO for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date (the "PRE-CLOSING PERIOD") 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practices of BICO.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred taxes established to reflect timing differences between book and Tax income) shown on the face of the Pro Forma Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file filed or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of such Overlap Period Tax Returns at least thirty (30) days prior to the due date for filing such Tax Returns. At least fifteen (15) days prior to the due date for the filing of such Tax Returns, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. The Seller Entities shall pay to the Buyer within thirty (30) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 9, 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 Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receipts, sales and use Tax be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed (subject to review and approval by Seller's Agent which approval shall not be unreasonably withheld or delayed) any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Statement. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each Subsidiary for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Purchaser shall be reimbursed by the extent such Taxes are not fully reserved Shareholder for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that which relates to the portion of the such Tax period ending on and including the Closing Date. Such payment, if any, shall be paid by the Sellers Date within fifteen (15) days after receipt filing the applicable Tax Return and providing proof of written notice from payment by the Purchaser or the Company or any Subsidiary of such Taxes, except to the Purchaser that extent such Taxes were paid by reflected as a liability on the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. 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 that relates to the portion of such Tax period ending on the Closing Date shall (iy) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiz) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Master Products and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income income, wages or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income income, wages or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Master Products and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of or including the Company for Tax periods that begin before the Closing Date and end any taxable year (including any short taxable year) ending after the Closing Date. To Any such Tax Return that includes any taxable period (or portion thereof) ending on or prior to the Closing Date shall be prepared in a manner consistent with past practices insofar as they relate to the Company except to the extent otherwise required by applicable law. Seller shall indemnify and hold each of the Company Parties harmless against all Taxes of the Company relating to any taxable period (or portion thereof) ending on or before the Closing Date except to the extent such Taxes are not fully reserved for reflected as a liability in the Company’s financial statementsActual Net Working Capital, the Sellers shall pay to and Seller will promptly reimburse the Company an for the amount equal to the unreserved portion of all such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company relating to any such taxable period (or the Purchaser for a period beginning prior to the Closing Dateportion thereof). For purposes of this SectionParagraph 11K, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (iA) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax such taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiB) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns required to be filed by or with respect to income from assets or operations of the Company NBLLC for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”). To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Buyer shall pay or cause to be paid the Taxes attributable to NBLLC with respect to the Company an amount equal Overlap Period. Taxes with respect to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, Overlap Period shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser allocated such that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Income Taxes, Seller shall be liable for an amount equal to the amount that would be payable if the taxable year ended on the Closing Date; and (ii) in the case of Taxes other than Taxes based upon or related Income Taxes, Seller shall be liable for an amount equal to income or receipts, be deemed to be the amount of such Tax for the entire Tax period Taxes multiplied by a fraction the numerator of which is the number of calendar days in the Tax period ending on the Closing Effective Date and the denominator of which is the number of calendar days in the entire Tax period (the “Pro Rata Amount”)Overlap Period. With respect to Income Taxes, and (ii) in the case Buyer shall provide a statement of such amount net of any Tax based upon or related to income or receipts, be deemed equal installments paid up to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Effective Date and credit carry forwards from prior periods and Seller shall pay this amount no later than ten (10) Business Days after receipt of such statement. With respect to Taxes other than Income Taxes, Buyer shall provide a statement of such amount net of any installments paid up to the Company with the payment of Effective Date, credit carry forwards from prior periods, adjusted for any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be amounts taken into account as though the relevant in determining Working Capital, and Seller shall pay this amount no later than ten (10) Business Days after receipt such statement. Buyer shall provide to Seller such Tax period ended Returns for review no latter than ten (10) Business Days prior to due of Tax Return for Seller comment on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiessuch Tax Returns.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company respective company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Seller’s Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for , in the Company’s financial statementsa manner consistent with prior Tax Returns, the Sellers shall pay subject to the Company review and approval of Holdco. The Purchaser shall be reimbursed by the Sellers, on a joint and several basis, for an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such Taxable period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Date within fifteen (15) days after receipt of written notice from payment by the Purchaser or the Company or of such Taxes, except to the Purchaser that extent such Taxes were paid by reflected as a liability on the Company or the Purchaser for a period beginning prior to the Closing DateFinal Working Capital Schedule. For purposes of this SectionAgreement, 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 that relates to the portion of such Tax Taxable period ending on the Closing Date shall shall, (iy) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiz) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Company Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Spray Ventures shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Current Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to consistent with prior practice of the Company and the Company Subsidiaries. Spray Ventures will also, within fifteen (15) days after the filing of any such Tax Return, reimburse the Purchaser, the Company and the Company Subsidiaries for Spray Ventures' allocable share of any expenses incurred in the preparation and filing of such Tax Returns. Such allocable share of expenses shall be based on the portion of Taxes due on such Tax Return payable by the partiesSpray Ventures.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company and the Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Period Tax Returns”). To Purchaser will submit such Tax Returns to the extent Seller for review and approval at least 30 days prior to the filing date (after giving effect to any valid extensions); provided, however, that if the time period for filing any such Taxes are not fully reserved for in Tax Return is less than 30 days after the Company’s financial statementsend of the relevant taxable period, including valid extensions (a "Short-Period Straddle Return"), the Sellers Purchaser shall pay submit such Tax Return to the Company an amount equal Seller within a time period that provides Seller with a reasonable period of time to the unreserved portion of review and comment on such Taxes that relates to the portion of the Tax period ending on the Closing DateReturn. Such payment, if any, shall be paid by the Sellers within fifteen (15) Within 15 days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for Tax Returns (or, with respect to any Short-Period Straddle Return, within a reasonable time period beginning prior to the Closing Date. 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 after Seller's receipt of such Tax Return, taking into account the due date of such Short-Period Straddle Return), the Seller will give written notice to Purchaser of any dispute with respect to such Tax Returns. Purchaser and the Seller will promptly attempt to resolve any disputes with respect to such Tax Returns; provided, that relates if they are unable to do so within 5 days after delivery of notice of the portion dispute, such disputed items will be resolved by the Accounting Referee. Seller will pay to Purchaser on or before the date which is the later of 10 days before the due date of such Tax period ending on Returns (after giving effect to any valid extensions), or five days after the Closing Date shall (i) in the case final resolution of any Taxes other than Taxes based upon or related to income or receiptsdispute, be deemed to be the amount of Taxes as set forth on such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal Returns attributable to the amount that would be payable if the relevant Pre-Closing Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesPeriod.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyers shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyers an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes are not fully reserved for in accrued as a liability on the Company’s financial statementsClosing Balance Sheet used to determine the Purchase Price pursuant to Section 2.3) at least ten (10) days before Buyers are required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion taxable year of the Tax period ending Companies terminated as of the close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a Tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax 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, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of the Companies. Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify and hold Buyers harmless against, all Taxes attributable to or arising out of (i) the failure of C&BI to be qualified as an "S corporation" at any time prior to Closing and (ii) the transfer of the real property set forth on the EXCLUDED ASSETS SCHEDULE. Notwithstanding the foregoing, it is agreed that the Texas franchise Tax imposed on C&BI for the calendar year 2000 privilege period (which will be based upon the financial condition of C&BI as of December 31, 1999) shall be paid as follows: (i) that portion of the franchise Tax attributable to the earned surplus of the corporation for the period beginning on January 1, 1999, through and including the Closing Date (excluding any such franchise Tax attributable to earned surplus resulting from the Section 338(h)(10) election, if any) shall be treated as part of the Closing Tax Liability under Section 2.3(a)(ii) and (ii) the balance of the franchise Tax payable by C&BI, including the partiesfranchise Tax attributable to earned surplus resulting from the Section 338(h)(10) election (if any), shall be the responsibility of C&BI or Buyers, and Sellers shall have no liability therefor. In addition, other state or local Taxes (if any) payable by C&BI as a result of the Section 338(h)(10) election, shall be the responsibility of C&BI or Buyers and Sellers shall have no liability therefor.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and shall file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To Buyer shall provide a copy of such Tax Returns for Sellers' review at least fifteen (15) days prior to the extent date for filing such Taxes are not fully reserved for in the Company’s financial statements, the Tax Returns. Sellers shall pay to Buyer within fifteen (15) days after the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by the Company or the Purchaser for a period beginning prior to are not reflected in the Closing DateDate Balance Sheet and used in calculating the Adjusted Working Capital. For purposes of this SectionSection 5.2, 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 that which relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period ending that ends on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses, be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax taxable periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to Buyer no later than five (5) days before the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such taxable period ending on the Closing Date. Such paymentDate (other than (i) payroll Tax liabilities, if anysales Tax liabilities, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company excise Tax liabilities and real or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior personal property Tax liabilities to the extent such amounts were taken into account in the calculation of Net Working Capital as of the close of business on the Closing DateDate in accordance with Section 1.3 and Exhibit C hereto and (ii) the accrued liability for the Section 1374 Tax payable with respect to the amount of “built in gain” set forth on Schedule 2.12). For purposes of this SectionSection 8.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser DGI shall prepare or cause to be prepared and file or cause to be filed filed, subject to review and approval by the Seller, which approval shall not be unreasonably withheld or delayed, any Tax Returns of the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date, subject to Section 10.5(a). To In addition, if the Seller is required to sign any such Tax Return, the Seller shall have the right, at the Seller's expense, to cause the Tax Return to be reviewed by its tax personnel and DGI shall make any revisions to such Tax Return as are reasonably requested by the Seller's tax personnel. The Seller shall pay to DGI within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statementsreserve for Tax Liability, rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income, shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt Balance Sheet as of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 10.5(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (includes, but does not end on) , the Closing Date, the portion of such Tax that relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company MM&S for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.consistent with prior practice of MM&S.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements's Financial Statements (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income), the Sellers Seller shall pay to the Company Purchaser an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. 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 that relates to the portion of such Tax 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall be entitled to payment in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such paymentMost Recent Balance Sheet, if any, which shall be paid by the Sellers within fifteen (15) days after receipt of written notice satisfied from the Company or Escrow Fund in accordance with the Purchaser that such Taxes were paid by terms of the Company or the Purchaser for a period beginning prior to the Closing DateEscrow Agreement. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Penton shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies and the DCI Subsidiary for Tax periods that which begin before the Closing Date and end after the Closing Date. To Sellers shall pay to Penton within 15 calendar days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsIncome Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.before

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyer shall permit the Seller of an Acquired Company and its representatives to review and comment on each such Tax Return of such Acquired Company described in the preceding sentence prior to filing. Sellers shall pay to Buyer within ten (10) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the reserve for Tax period ending liability shown on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. For purposes of this SectionSECTION 6.3(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesAcquired Companies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause caused to be prepared and shall file or cause caused to be filed any Tax Returns of the Company for Tax Taxable periods that begin before the Closing Date and end after the Closing Date, if any (a “Straddle Period”). To the extent such Taxes are not fully reserved for in Parent shall provide a copy of the Company’s financial statements, portion of such Straddle Period Tax Returns for the Sellers Stockholder Representative’s review and comment at least fifteen Business Days prior to the date for filing such Tax Returns and Parent shall make such revisions to such Tax Returns reasonably requested by the Stockholder Representative with respect to matters that may reasonably be expected to materially and adversely affect the Stakeholders. The Stockholder Representative shall deliver its comments on such Tax Return to Parent at least ten days prior to the due date of such Tax Return. The Stockholder Representative shall pay to Parent within ten (10) days after the Company date on which Taxes are paid with respect to such Straddle Periods an amount equal to the unreserved portion of such Taxes that relates to the portion of Pre-Closing Period, to the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were not paid by the Company on or the Purchaser for a period beginning prior to before the Closing Date. For purposes of this SectionSection 8.5, 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 that which relates to the portion of such Tax period ending on the Closing Date shall (ia) in the case of any Taxes other than Taxes based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses (other than Transfer Taxes), be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period ending that ends on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iib) in the case of any Tax based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Pre-Closing Date Period shall be taken into account as though under clause (b) in the relevant immediately preceding sentence. The preparation and filing of any Tax period ended on Return of the Company that does not relate to a Pre-Closing Date. All determinations necessary to give effect to the foregoing allocations Period or a Straddle Period shall be made in a reasonable manner as agreed to by exclusively within the partiescontrol of Parent.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of for the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent Purchaser shall permit Seller to review and comment on all such Taxes are not fully reserved for Tax Returns described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or portion of such taxable period ending on the Purchaser Closing Date to the extent such Taxes are not reflected in the reserve for a period beginning prior Tax Liability (other than any reserve for deferred Taxes established to reflect timing differences between income for book purposes versus income for Tax purposes) shown on the face of the balance sheets of the Companies as of the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates Taxes which relate to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or income, receipts, profits or gains be deemed to be the amount of such Tax 44 Taxes for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax Taxes based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods that begin on or before the Closing Date and end after the Closing DateDate (“Straddle Period”). To Any Tax Return for any Straddle Period shall be prepared in a manner and utilizing judgments consistent with the extent Acquired Companies’ prior practice, unless such Taxes practices, manner or judgments are not fully reserved for in unreasonable or improper. Purchaser shall provide the Company’s financial statementsSellers’ Representative with copies of such Tax Returns at least thirty (30) days prior to the filing thereof, and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers’ Representative. Sellers shall pay to Purchaser within ten (10) days prior to the Company filing of a Straddle Period Tax Return, an amount equal to the unreserved portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 8.2, 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 that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes (including real property Taxes and other property Taxes) other than Taxes based upon or related to income or receiptsreceipts (or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event), be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receiptsreceipts (including franchise Taxes) or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event, the Tax payable by Sellers shall be deemed equal to the amount that would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount Date based on an interim closing of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing books as of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after end of the Closing Date (and for such purpose, the taxable period of any partnership or pass-through entity will be deemed terminated at such time); provided however that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be taken into account as though the relevant Tax period ended apportioned on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesdaily basis.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent The Buyer shall permit Shareholders to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Closing Date Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser Any credits or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits refunds relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns of for the Company Partnership and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing DateDate (the “Straddle Period Returns”). To Buyer will provide Seller with copies of any Straddle Period Returns (a) at least thirty (30) Business Days prior to the extent such Taxes are not fully reserved for due date thereof (giving effect to any extensions thereto) in the Company’s financial statementscase of income Tax Returns and (b) as soon as practicable in the case of all other Tax Returns, accompanied by a statement (the Sellers shall pay to “Straddle Statement”) setting forth and calculating in reasonable detail the Company an amount equal to the unreserved portion of such Taxes that relates relate to the portion of the such Tax period ending on the day immediately preceding the Closing Date. Such paymentDate (the “Pre-Closing Taxes”) and the amount of any refunds of Taxes, if any, that relate to the portion of such Tax period ending on the day immediately preceding the Closing Date (the “Pre-Closing Tax Refunds”). If Seller agrees with the Straddle Period Returns and Straddle Statement, Seller shall be paid by pay to Buyer (or, in the Sellers within fifteen case of any Pre-Closing Tax Refunds, Buyer shall pay to Seller), not later than five (155) days after receipt Business Days before the due date for the payment of written notice from Taxes with respect to such Straddle Period Returns, an amount equal to 50% of the Company Pre-Closing Taxes as shown on the Straddle Statement except to the extent the Taxes are reflected or accrued on the Purchaser that such Taxes were paid by Partnership’s financial statements on the Company Closing Date and an amount equal to 50% of the Pre-Closing Tax Refunds as shown on the Straddle Statement except to the extent the Pre-Closing Tax Refunds are reflected or accrued on the Purchaser for a period beginning prior to Partnership’s financial statements on the Closing Date. If Seller (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Returns and Straddle Statement, then Buyer and Seller shall attempt to resolve their disagreement within five (5) Business Days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. 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 day immediately preceding the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the day immediately preceding the Closing Date shall (ii.e., the Pre-Closing Taxes) in the case of any Taxes other than Taxes based upon or related to income or receipts, will be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on day immediately preceding the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Shareholders to review and comment on each such Taxes are not fully reserved for Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns of for the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing DateDate (the “Straddle Period Returns”). To the extent Buyer will provide Seller with copies of any Straddle Period Returns (other than such Taxes are not fully reserved Tax Returns for in the Company’s financial statements, the Sellers shall pay Texas Franchise Taxes) at least 30 days prior to the Company an amount equal due date thereof (giving effect to any extensions thereto), accompanied by a statement (the unreserved portion of such “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relates relate to the portion of the such Tax period ending on the Closing DateDate (the “Pre-Closing Taxes”). Such paymentIf Seller agrees with such the Straddle Period Return and Straddle Statement, if anySeller shall pay to Buyer, shall be paid by not later than five (5) Business Days before the Sellers due date for the payment of Taxes with respect to such Straddle Period Return, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement (which Pre-Closing Taxes shall, for the avoidance of doubt, not include Texas Franchise Taxes). If, within fifteen ten (1510) days after the receipt of written notice the Straddle Period Return and Straddle Statement, Seller (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Return and Straddle Statement, then Buyer and Seller shall attempt to resolve their disagreement within 5 days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to Deloitte, provided that if such accounting firm is unable or unwilling to serve in the requested capacity and Buyer and Seller are unable to agree on the choice of an alternative accounting firm, Buyer and Seller will select a nationally-recognized U.S. accounting firm by lot (after excluding their and the Company’s respective regular outside accounting firms) (the engaged accountants, the “Accountants”). The Accountants will resolve the disagreement within 30 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the Company or the Purchaser that such Taxes were paid calculation as finally determined by the Company or Accountants. If each of the Purchaser for a period beginning prior to Party’s calculation differs equally from the Closing Datecalculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. 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 that relates to the portion of such Tax period ending on the Closing Date shall (ii.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iib) in the case of any Tax based upon or related to income or receipts, be deemed to equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.8.4

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (“Straddle Period”). To the extent such Taxes are not fully reserved Any Tax Return for any Straddle Period shall be prepared in a manner and utilizing judgments consistent with the Company’s financial statementsprior practice, unless such practices, manner or judgments are unreasonable or improper. Purchaser shall provide Seller and its authorized representatives with copies of such Tax Returns at least thirty (30) days prior to the Sellers due date and shall make such revisions to such Tax Returns as are reasonably requested by Seller. Seller shall pay to Purchaser within ten (10) days of the Company receipt of a request by Purchaser, accompanied by supporting documentation, an amount equal to the unreserved excess of (a) the portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date over (b) the Sellers within fifteen (15) days after receipt of written notice from Taxes reflected in any reserve for Tax Liability contained in the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateCompany’s books and records. For purposes of this SectionSection 6.2, 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 that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes (including real property Taxes and other property Taxes) other than Taxes based upon or related to income or receiptsreceipts (or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event), be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receiptsreceipts (including franchise Taxes) or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event, the Tax payable by Seller shall be deemed equal to the amount that would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount Date based on an interim closing of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing books as of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on end of the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall Except as otherwise provided in section 9.04(a), Purchasers shall, at their expense, timely prepare or cause to be prepared and file or cause to be filed any Other Returns of the Company Business, Deltak, Bradxx xxx the Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent Prior to filing such Taxes are not fully reserved for in the Company’s financial statementsOther Returns, the Sellers shall Purchasers will provide Jasox xxxh a copy of each and, within 15 days thereafter, Jasox xxxll pay to the Company applicable Purchaser an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liabilities (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) shown on the face of the Closing Date Statements of Net Operating Assets. Such payment, if any, shall be paid Purchasers will immediately account for and pay to Jasox xxx Tax refund or reduction in Tax liability resulting from a use of any pre-Closing Date Tax attribute of any Subsidiary in a post-Closing Tax period to the extent a benefit was not recorded on the applicable Closing Date Statement of Net Operating Assets when such refund or reduction is realized by the Sellers within fifteen (15) days after receipt of written notice from the Company such Subsidiary or the Purchaser that such Taxes were paid by Purchasers, as the Company or the Purchaser for a period beginning prior to the Closing Datecase may be. For purposes of this Sectionsection 9.04(b), 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 that which relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes (other than Taxes taxes based upon or related to income or receipts), be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of Jasox xxx the Subsidiaries. In the event Purchasers elect to have Bradxx-Xxxope B.V. treated as agreed a pass-through entity for U.S. Tax purposes, the gain or loss caused by such election shall be allocated in full to by the partiesPurchasers and will not be subject to any allocation or proration of the Taxes from Jasox xx any Seller.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare and file or cause to be prepared and file or cause to be filed when due any Tax Returns of the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Purchaser shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statementspreceding sentence prior to filing. Subject to Section 5.2(G), the Sellers shall pay deliver to the Company an amount equal Purchaser, at least three (3) business days prior to the unreserved date on which such Taxes are required to be paid, that portion of such the Taxes that which relates to the portion of the Tax such taxable period -30- ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 5.2(C), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay Subject to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount proration provisions of the costs and expenses incurred by the Purchaser preceding sentence, any credits or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits refunds relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompanies.