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 the Purchaser (i) FAAC shall prepare or cause to be prepared and file or cause to be filed filed, on a basis reasonably consistent with past practice, any Tax Returns of the Company Companies for Tax periods that begin before the Closing Date and end after the Closing DateDate (collectively, the “Straddle Periods” and each a “Straddle Period”). To FAAC shall permit the Members’ Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing, and FAAC shall make all changes reasonably requested by the Companies in good faith (unless FAAC is (A) advised in writing by its independent outside accountants or attorneys that such changes are contrary to applicable Law or (B) will, or are likely to, have a material adverse effect on FAAC or any of its Affiliates (provided that FAAC agrees to make any such changes notwithstanding the application of this clause (B) if the changes are consistent with applicable Law and past practices of the Companies)). Within fifteen (15) days after the date on which FAAC pays any Taxes of the Companies with respect to any Straddle Period, the Members shall, to the extent such Taxes are have not fully been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in the Company’s financial statementsClosing Net Working Capital), the Sellers shall pay to FAAC the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period such Straddle Period ending on the Closing DateDate (the “Pre-Closing Tax Period”). Such paymentIn the event that the Members for any reason fail to make the payment contemplated in the previous sentence, if any, shall be paid by the Sellers within fifteen then FAAC may bring an indemnification claim under ARTICLE IX. (15ii) 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 SectionAgreement: (A) In the case of any gross receipts, in income, or similar Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (1) the Pre-Closing Tax Period and (2) the portion of the Straddle Period beginning on the day next succeeding the Closing Date (the “Post-Closing Tax Period”) shall be determined on the basis of a deemed closing at the end of the Closing Date of the books and records of the Companies. (B) In the case of any Taxes (other than gross receipts, income, or similar Taxes) that are imposed on payable with respect to 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 Taxes allocable to the portion of such Tax period ending on the Straddle Period prior to the Closing Date shall (i) in be equal to the case product of any all such 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 Straddle Period from the commencement of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period; provided, however, that appropriate adjustments shall be made to reflect specific events that can be identified and (ii) in the case of any Tax based upon specifically allocated as occurring on or related to income or receipts, be deemed equal prior to the amount that would Closing Date (in which case the Members shall be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of responsible for any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser Taxes related thereto) 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 occurring after the Closing Date (in which case, FAAC 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 partiesresponsible for any Taxes related thereto).

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 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.

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 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 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 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 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 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 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 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 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 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 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 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 Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the each Company and Company Subsidiary for all Tax periods that which begin before the Closing Date and end after the Closing Date. To Date (a “Straddle Period”), which Tax Returns shall be prepared in a manner consistent with prior practice, except as may be required by Law or as would not adversely affect the extent such Taxes are not fully reserved Tax liability of any Company or Company Subsidiary for any Pre-Closing Tax Period, or in the Company’s financial statementsabsence of a prior practice, in a reasonable manner. Buyer shall permit Cenveo Corp to review and comment on each such Tax Return at least thirty (30) days prior to filing in the case of income Tax Returns and as soon as practicable in the case of all other Tax Returns; if Cenveo Corp and Buyer are unable to agree upon the proper tax treatment of any item, the Sellers matter shall pay be referred to the Company Accounting Firm for resolution. Cenveo Corp shall advance to Buyer not later than two (2) Business Days prior to the due date for payment thereof to the applicable Governmental Authority, 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 paymentDate (a “Pre-Closing Straddle Period”), if any, shall be paid by but only to the Sellers within fifteen (15) days after receipt extent in excess of written notice from the Company or the Purchaser that any amount accrued for such Taxes were paid by and taken into account for purposes of the Company or the Purchaser for a period beginning prior to the Final Closing DateWorking Capital. For purposes of this SectionSection 10.1(c), 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 which relates to the portion of such Tax period ending on the Pre-Closing Date shall Straddle Period shall: (i) in the case of any Taxes other than Taxes based upon property or related to income or receiptsad valorem 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 Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (provided that no portion of such Taxes on property acquired after the “Pro Rata Amount”Closing shall be allocated to the Pre-Closing Straddle Period), ; and (ii) in the case of any Tax based upon other than a property or related to income or receiptsad valorem Tax, 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 begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”). To Within five (5) Business Days after the extent earlier of (i) payment by Buyer and/or the Company of Taxes with respect to such periods or (ii) delivery of written notice of the amount of Taxes are not fully reserved for in with respect to such periods by Buyer or the Company’s financial statementsCompany to the Shareholder, the Sellers Shareholder shall pay to Buyer and/or the Company 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 but only 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 taken into account in computing the Company or the Purchaser for a period beginning prior to the Final Closing DateNet Working Capital. For purposes of this SectionSection 5.2(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 Taxes that 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 or receipts, 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 (iiB) in the case of any Tax Taxes 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 , 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 ReturnsRecent 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 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 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 begin before the Closing Date and which end after the Closing Date. To In the extent case of any such Tax Returns for Tax periods that include the Closing Date, such Tax Returns shall be prepared by treating items on such Tax Return in a manner consistent with the past practices with respect to such items, unless otherwise required by law. Any such Tax Return shall be provided to Representative at least thirty (30) days prior to the due date for filing, including any extensions, such Tax Return and the Representative shall have the right to comment on and approve such Tax Return which approval shall not be unreasonably withheld. At least two days prior to the date on which Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay due 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, Date 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 DateEscrow Account. 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 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 Tax based upon income, gain or receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date, (y) in the case of any sales and use taxes, be deemed to accrue as property is purchased, sold, used, or transferred; (z) in the case of any Taxes other than Taxes based upon or related to income or receiptsdescribed in clauses (x) and (y), 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 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 Returnstaxable period. 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 consistent with prior practice of the Company. Any deduction for transaction-related expenses of the Company including any deduction associated with the Option Cancellation Payments, the Closing Bonus Payments and any Transaction Expenses shall be allocable solely to the Pre-Closing Tax Period (or, in connection with any Straddle Period, the portion of such period ending on or before the Closing Date), except to the extent that Parent has paid to Shareholders a purchase price adjustment for the tax benefits associated with such Option Cancellation Payments or such Closing Bonus Payments as agreed to contemplated by the partiesSection 1.7(c).

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 (i) Buyer shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of the Company for Seller and its Subsidiaries for all Tax periods that which begin before the Closing Date and end after the Closing DateDate (“Straddle Periods”). To With respect to any Tax Returns filed with respect to any Straddle Period, the Shareholders shall be responsible for and pay the Taxes of Seller and its Subsidiaries for Tax periods or portions thereof ending on or before the Closing Date that are due in respect of such Tax Returns, but only 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 taxes exceed the portion of the Tax period ending accrual for taxes on the Closing DateStatement and the Working Capital Excess (the “Pre-Closing Straddle Taxes”). Such payment, if any, shall be paid by Shareholders agree to indemnify Buyer for the Sellers within fifteen amount of any unpaid Pre-Closing Straddle Taxes. (15ii) 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 SectionAgreement, in the case of any Taxes of Seller or its Subsidiaries that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Datewith respect to any Straddle Period, the portion of any such Tax Taxes that relates to the portion of such Tax period ending on the constitutes Pre-Closing Date shall Taxes shall: (i) in the case of any Taxes other than Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of Seller or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period period) multiplied by a fraction the numerator of which is the number of calendar days in the Tax period portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Tax period Straddle Period. For purposes of clause (i) of the “Pro Rata Amount”)preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or related measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to income or receipts, be deemed equal allocated under this Section 5.08(b)(ii) shall be computed by reference to the amount that would be payable if the relevant Tax period ended level of such items 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 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 (a) Seller’s Representative or the Purchaser its agent shall timely prepare or cause to be prepared and file or cause to be filed any all Tax Returns of the for Company for Tax periods that begin before the Closing Date and end after the Closing Date. To Date (the extent “Straddle Period Tax Returns”) in a manner consistent with prior practice of Company (including any elections, that have been made or not made, by Company and as are in effect at the time of Closing or would be in effect at such Taxes are time if 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 actions taken by the Sellers within fifteen Buyer or Company after the Closing). The Sellers’ Representative shall provide the Buyer with copies of any Straddle Period Tax Returns at least forty-five (1545) 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 Sectiondue date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail 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 relate 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 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 AmountPre-Closing Taxes”), and (ii) in the case . The amount of any Pre-Closing Taxes with respect to a Straddle Period Tax Return shall be determined based upon or related to income or receipts, be deemed equal to on 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 hereunderDate (i.e., the Sellers’ Pro Rata Amount an interim closing 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 Datebooks). All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of Company (including any elections that have been made or not made by Company, and as agreed to are in effect at the time of Closing or would be in effect at such time if not for the actions taken by the partiesBuyer or Company after the Closing). (b) If, within five (5) days after the receipt of a Straddle Period Tax Return and Straddle Statement, the Buyer (i) notifies the Sellers’ Representative that it disputes the manner of preparation of the Straddle Period Tax Return or the Pre-Closing Taxes calculated in the Straddle Statement and (ii) provides the Sellers’ Representative a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed adjustments to the Straddle Period Tax Return and Straddle Statement, the Buyer and the Sellers’ Representative shall then attempt to resolve their disagreement within five (5) calendar days following the Buyer’s notification of the Sellers’ Representative of such disagreement. If the Buyer and the Sellers’ Representative are not able to resolve their disagreement, the dispute shall be submitted to the Resolution Accountants identified in Section 2.4(d). The Resolution Accountants shall resolve the disagreement within thirty (30) calendar days after the date on which they are engaged or as soon as possible thereafter. The determination of the amount of Pre-Closing Taxes by the Resolution Accountants shall be binding on the Parties. The cost of the services of the Resolution Accountants shall be allocated by the Resolution Accountants between the Buyer and the Sellers in the same proportion that the aggregate amount of such resolved disputed items so submitted to the Resolution Accountants that is unsuccessfully disputed by each such Party (as finally determined by the Resolution Accountants) bears to the total amount of such resolved disputed items so submitted. Upon the final determination of the calculation by the Resolution Accountants, as the case may be, the Sellers, (on a several basis, based on their Pro Rata Shares, but not joint basis), shall pay to the Buyer, not later than five (5) Business Days after the calculation is finally determined by the Resolution Accountants, an amount equal to the Pre-Closing Taxes (as finally determined by the Resolution Accountants) with respect to such Straddle Period Tax Return.

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 (i) ATS shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, on a basis reasonably consistent with past practice, any Tax Returns of the Company PMG for Tax periods that begin before the Closing Date and end after the Closing DateDate (collectively, the “Straddle Periods” and each a “Straddle Period”). To ATS shall permit the Shareholders to review and comment on each such Tax Return described in the preceding sentence prior to filing, and ATS shall make all changes reasonably requested by the Shareholders in good faith (unless ATS is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to, have a material adverse effect on ATS or any of its Affiliates). Within fifteen (15) days after the due date for Taxes of PMG with respect to any Straddle Period, the Shareholders shall, to the extent such Taxes are have not fully been accrued or otherwise reserved for on the Closing Balance Sheet and included in the Company’s financial statementscalculation of Closing Net Working Capital, the Sellers shall pay to ATS the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period such Straddle Period ending on the Closing DateDate (the “Pre-Closing Tax Period”). Such paymentIn the event that the Shareholders for any reason fail to make the payment contemplated in the previous sentence, if any, then ATS may bring an indemnification claim under Article 9 and the Shareholders shall be paid by the Sellers within fifteen jointly and severally liable for that payment. (15ii) 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 SectionAgreement: (1) In the case of any gross receipts, in income, or similar Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the Pre-Closing Tax Period and (B) the portion of the Straddle Period beginning on the day next succeeding the Closing Date (the “Post-Closing Tax Period”) shall be determined on the basis of a deemed closing at the end of the Closing Date of the books and records of PMG. (2) In the case of any Taxes (other than gross receipts, income, or similar Taxes) that are imposed on payable with respect to 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 Taxes allocable to the portion Pre-Closing Tax Period shall be equal to the product of all 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 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; provided, however, that appropriate adjustments shall be made to reflect specific events that can be identified and (ii) in the case of any Tax based upon specifically allocated as occurring on or related to income or receipts, be deemed equal prior to the amount that would Closing Date (in which case the Shareholders shall be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of responsible for any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser Taxes related thereto) 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 occurring after the Closing Date (in which case, ATS shall be taken into account as though responsible for any Taxes related thereto). (iii) ATS shall be responsible for (A) any and all Taxes with respect to the relevant Pre-Closing Tax period ended Period of any applicable Straddle Period to (but only to) the extent such Taxes have been accrued or otherwise reserved for on the Closing Date. All determinations necessary to give effect Balance Sheet and included in the calculation of Closing Net Working Capital and (B) any Taxes with respect to the foregoing allocations shall be made in a reasonable manner as agreed to by Post-Closing Tax Period of the partiesStraddle Period.

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 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 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 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 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 Sectionsubsection, 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, wages or other 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 Taxes based upon or related to income income, wages or other 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 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 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 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 (i) Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed any Income Tax Returns of the Company Parties and Blockers for Tax periods that which begin on or before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved Date ("Straddle Period Tax Returns") and all Tax Returns for in the Company’s financial statements, the Sellers shall pay all Tax periods ending on or prior to the Company an amount equal Closing Date which are filed after the Closing Date other than Income Tax Returns ("Other Pre-Closing Tax Returns"). (ii) Buyer will submit any such Straddle Period Tax Returns or Other Pre-Closing Tax Returns to the unreserved portion of such Taxes that relates Sellers' Representative for review and approval at least 30 days prior to the portion filing date (after giving effect to any valid extensions); provided, however, that if the time period for filing any such Tax Return is less than 30 days after the end of the relevant taxable period, including valid extensions (a "Short-Period Straddle or Other Return"), Buyer shall submit such Tax Return to Sellers' Representative within a time period ending that provides Sellers' Representative with a reasonable period of time to review and comment on the Closing Datesuch Tax Return. Such payment, if any, shall be paid by the Sellers within fifteen (15) Within 15 days after receipt of such Tax Returns (or, with respect to any Short-Period Straddle or Other Return, within a reasonable time period after Sellers' Representative's receipt of such Tax Return, taking into account the due date of such Short-Period Straddle or Other Return), the Sellers' Representative will give written notice from to Buyer of any dispute with respect to such Tax Returns. Buyer and the Company or Sellers' Representative will promptly attempt to resolve any disputes with respect to such Tax Returns; provided, that if they are unable to do so within 5 days after delivery of notice of the Purchaser that dispute, such Taxes were paid disputed items will be resolved by the Company CPA Firm. Sellers' Representative (on behalf of the Sellers) will pay to Buyer on or before the Purchaser for a period beginning prior date which is the later of 10 days before the due date of such Straddle Period Tax Return or Other Pre-Closing Tax Return (after giving effect to any valid extensions), or five days after the final resolution of any dispute, the amount of Taxes as set forth on such Tax Return that are attributable to the Pre-Closing Date. For purposes of this SectionTax Period, in less the case amount of any such 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) included in the case calculation 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 partiesFinal Working Capital.

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 any Tax periods that begin period which begins on or before the Closing Date and end ends after the Closing DateDate (a “Straddle Period”). To The Purchaser shall be reimbursed by the extent such Taxes are not fully reserved Members, on a joint and several basis, 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 Tax period such Straddle 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 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 DateFinal Working Capital Schedule. For purposes of this SectionSection 7.6(d) and Section 10.1(e), 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 (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 Straddle Period multiplied by a 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 receipts, be deemed equal to the amount that which 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 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 Straddle Period shall be taken into account as though the relevant Tax period Straddle 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 DateDate (the “Straddle Period”). To the extent such Taxes are not fully reserved Any Tax Return for any Straddle Period shall be prepared in a manner consistent with the Company’s financial statementsprior practice. The Purchaser shall provide the Shareholder Representative with copies of such Tax Returns for review at least 30 days before the due date (or in the case of non-income Tax Returns, a reasonable number of days before the filing due date) and shall make such revisions to such Tax Returns as are reasonably requested by the Shareholder Representative. The Purchaser shall pay or cause to be paid all Taxes of the Company with respect to such Straddle Periods. Except as provided in Section 9.04 and except for any Tax resulting from a Section 338(h)(10) Election, the Sellers Shareholders shall pay to the Company Purchaser within ten days following the receipt of a request by the 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 as a Liability in the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Final Closing DateWorking Capital. For purposes of this SectionSection 9.02, 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 deemed (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, 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 prepare Buyer will prepare, or cause to be prepared prepared, and file timely file, or cause to be filed timely filed, any Tax Returns of for the Company Companies for Tax periods that begin before the Closing Date and end after the Closing DateDate (“Straddle Periods”). To The Buyer will prepare such Tax Returns in accordance with past practice and permit the Seller to review, comment on and, to the extent such Taxes are not fully reserved for item relates to the portion of such period ending on or before the Closing Date, approve each such Tax Return described in the Company’s financial statements, the Sellers shall preceding sentence prior to filing. The Seller will pay to the Company Buyer no later than five (5) Business Days prior to the date such Taxes of the Companies with respect to such Tax Returns are due an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax such Taxable 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 Company or the Purchaser for a period beginning prior to are not reflected in the Closing DateBalance Sheet as a Liability for Taxes and taken into account in the final Working Capital calculation. 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 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 equal 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 to 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 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 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 (other than income Tax Returns for which a consolidated Tax Return is to be submitted) with respect to 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 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 on the Company’s financial statements, the Sellers shall pay to balance sheet of the Company an amount equal to for 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 DateMost Recent Fiscal Month End. 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 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 and file or cause to be prepared and file or cause to be filed when due any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Purchaser shall permit the extent Shareholder to review and comment on each such Tax Return described in the preceding sentence prior to filing. Subject to Section 5.2(G), the Shareholder shall deliver to the Purchaser, at least three (3) business days prior to the date on which such Taxes are not fully reserved for in the Company’s financial statementsrequired to be paid, the Sellers shall pay to the Company an amount equal to the unreserved that portion of such the 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 day immediately preceding the Closing DateDate (the “Pre-Closing Straddle Period Taxes”), excluding, however, Extra Tax Costs. For purposes of this SectionSection 5.2(C), in the case of any Taxes (other than Extra Tax Costs) that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the day immediately preceding the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the day immediately preceding 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 immediately preceding 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 day immediately preceding 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 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 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 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 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 extent Seller Entities with a draft of each such Taxes are not fully reserved Overlap Period Tax Return at least thirty (30) days prior to the due date for in filing such Tax Return. At least fifteen (15) days prior to the Company’s financial statementsdue date for the filing of such Tax Return, the Sellers 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 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 reserved on the Closing Date 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 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 partiesapplicable Company.

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 the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Corporation for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Vendor shall pay to the Purchaser 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 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 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 DateNovember 1999 Financial Statements. 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 partiesCorporation.

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 (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 Returns Tax returns of the Company AVEX, Kilbride Holdings and their Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To Such Tax returns shall be prepared by Purchaser in a manner consistent with practices followed in prior years with respect to similar Tax returns except for changes required by changes in law or fact. Purchaser shall provide draft copies to Seller at least 30 days prior to the extent due date (as extended) for such Taxes are not fully reserved for returns and permit Seller to review and comment on each such Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing and shall make such revisions to such returns as are reasonably requested by Seller. 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 approved 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 Closing Working Capital. For purposes of this SectionSection 5.4, 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, receipts (including value-added taxes and similar taxes such as the Goods and Services Tax imposed by Singapore) 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 (including value-added taxes and similar taxes such as the Goods and Services Tax imposed by Singapore) 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 AVEX, Kilbride Holdings and their 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 Target 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 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 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 Date (other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of Seller will include the extent such Taxes are not fully reserved for in operations of 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 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Working Capital 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 Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries (the “Straddle Tax Returns”) for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Straddle Period”). To the extent Buyer shall permit Sellers to review and comment on each such Taxes are not fully reserved for in the Company’s financial statements, the Tax Return prior to filing. The Sellers shall pay to the Company Buyer within five (5) days before the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the unreserved portion of such the Taxes that relates relating to the portion of the Tax period Straddle 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 extent that such Taxes were paid by Sellers would be obligated to indemnify the Company or the Purchaser for a period beginning prior to the Closing DateBuyer under Section 5.2(a)(iii). For purposes of this Sectionsubsection, 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 which relates to the portion of such Tax period the Straddle 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 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 receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers ; provided, however, that any items relating to income or receipts that are determined on an annual or periodic basis including, but not limited to, exemptions and amortization and depreciation deductions 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 be determined on a pro rated basis 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 same manner as agreed to by the parties(i) above.

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 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 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 Date Balance Sheet. For purposes of this Sectionclause (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 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 fraction, the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date 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 Returns tax returns of the Company for Tax 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 Stockholder 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 shown on the face of the 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 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 of each of the Company Targets for Tax periods that which begin before the Closing Date and end after the Closing Date. To Providing that the extent such Taxes are Buyer or the Targets, after the Closing Date, do not fully reserved for in substantially increase the Company’s financial statementsamount or quality of the business of the Targets, 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 of written notice from the Company or the Purchaser that date on which such Taxes were are paid by the Company or the Purchaser for a period beginning prior 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 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 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 partiesTargets.

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 state, local or foreign tax returns of the Company Cabot LNG Companies for Tax taxable periods that which begin before the Closing Date and end after the Closing DateDate in each case using the past practices and methods of the Cabot LNG Companies for preparing and filing such tax returns, provided that such past practices and methodologies are consistent with the applicable rules and regulations. To Cabot shall have the right to review such forms at least 15 days prior to the applicable filing deadline and require changes to any such tax forms to make them consistent with the Cabot LNG Companies past practices and methods through its 1998 taxable year of preparing and filing such tax returns, provided that, Cabot's counsel reasonably concludes that such past practices and methodologies are consistent with such rules and regulations and that the Buyer will not be subject to penalties if it follows such practices and methods. Cabot shall pay to (or as directed by) Buyer amounts equal to the portions of such Taxes which relate to the portions of such taxable periods ending 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 Cabot LNG Companies (including payments made by the Cabot LNG Companies or the Seller prior to the Closing) or reflected in the Closing Balance Sheet or the Asset Change Adjustment, and such payments shall be made in each applicable case by the later of (i) fifteen (15) days after receipt the date when Buyer notifies Cabot of written notice from the Company or the Purchaser that an amount of such Taxes were paid by the Company or the Purchaser for a period beginning that is payable and (ii) five (5) days prior to the Closing Datedue date for paying such amount of Taxes to the relevant tax authority. For purposes of this SectionSection 7.6, 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 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 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 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 prior practice of the partiesCabot LNG Company.

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 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 Estimated 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 receiptspersonal 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 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 Sellers jointly and severally shall pay to Purchaser 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, 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 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 Company.

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 DateDate in a manner reasonably consistent with past tax returns. To the extent Buyer shall permit Xxxxxxxxxx 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 and shall make such revisions to such Tax Returns as are reasonably requested by Xxxxxxxxxx. Xxxxxxxxxx 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 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 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 partiesAcquired Companies.

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 DateDate (a “Straddle Period”). To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Seller Parties 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 Straddle 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 Straddle Period ending on the Closing DateDate to the extent such Taxes are not reflected in a reserve for Tax liability included in the computation of Net Working Capital and reflected in the Final Closing Adjustment Statement. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions 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 DateStraddle Period, the portion of such Tax that relates related to the portion of such Tax period Straddle Period ending on and including the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receiptsthose described in clause (ii) below, be deemed equal 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 Taxes based upon or related to income income, gains, payments or receiptsreceipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount that which would be payable if the relevant Tax 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 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 statementsFinal Balance Sheet, 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 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”), 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 Purchaser 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 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 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 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 statementsFinal Financial Statements (as defined in Section 11), 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 the Company for Tax periods that which begin on or before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Shareholder 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 Sellers and any such comments made in writing shall be incorporated into any such Tax Returns unless Buyer has a reasonable basis for declining to incorporate such comments. The 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 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 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 consistent with prior practice of the partiesCompany (unless such practices are not in accordance with applicable law).

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 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 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 such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent Seller does not retain in the Company or the Purchaser that sufficient cash to pay such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Dateextent 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 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 in 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 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 Tax Returns of the Company for Tax tax periods that which begin before the Closing Date and end after the Closing Date. To Except as otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with Tax Returns prepared and filed by the Company prior to the Closing Date. The Shareholder shall pay to the Purchaser within fifteen (15) days of 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 accrued 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 Taxes 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, 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, 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 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 practices 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. 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 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 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 the Purchaser 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 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 (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing balance sheets of the Companies. 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 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 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 all Tax Returns of the Company for all Tax periods that which begin before the Closing Date and end after the Closing Date. To , and the Company or its successor shall pay all Taxes due, provided however that the Shareholders shall promptly reimburse Purchaser and the Company or its successor (i) for any Taxes of Company or its successor 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 allocable to the portion of the Tax 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 DateDate and (ii) 50% of the costs of preparing and filing such Tax Returns, in each case, to the extent that such amounts are not reflected in the calculation of Final Net Worth, (such Taxes not reflected in said calculation hereinafter being referred to as "Section 10.06 Unexpected Taxes"); and provided further, that the Shareholders' aggregate liability under this Section 10.06 and Section 10.03 shall be limited to the amount by which Final Net Worth, after reduction by the amount of the Unexpected Taxes, would have been less than $2,000,000. For purposes of this Sectionthe preceding sentence, 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 is allocable 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 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 days in the Tax portion of the 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 receiptsIncome 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 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 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 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 DatePreliminary 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 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 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 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 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 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 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 Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing balance sheet used in calculating the Final Purchase Price. For purposes of this SectionSection 5.4(d), 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 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 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 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 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 11.2.1. With respect to Taxes that are payable by or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns on behalf of the an Acquired Company for Tax periods a taxable period that begin begins before the Closing Date and end ends 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 Taxes attributable to the pre-Closing Date portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes a Tax based upon or related to income income, sales, gross receipts, wages, capital expenditures or receiptsexpenses, be deemed equal 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 entire 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 Taxes based upon or related to income income, sales, gross receipts, wages, capital expenditures or receiptsexpenses, be deemed equal to the amount that would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers Any credit arising in connection with such taxable period shall be properly credited to the pre-Closing Date or post-Closing Date portions of such taxable period in which such credit arose. 11.2.2. All Tax Returns for such taxable periods described in Section 11.2.1 shall be prepared and filed by Buyer, at Buyer's sole cost, as and when the same are due; PROVIDED, HOWEVER, that Buyer shall permit Seller to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller as long as such revisions are consistent with the prior practices of the Acquired Companies. In connection with Seller's review, Buyer agrees to provide any and all financial data that is deemed reasonably necessary or appropriate by Seller's accountants to confirm the correctness of any such Tax Returns. 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 Buyer 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 portion of such Taxes within five days after receipt of a xxxx from Buyer or the Company therefor. Buyer or the Acquired Companies shall be taken into account as though responsible for the relevant Tax period ended on the post-Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesDate portion of such Taxes.

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 relating to the Company Purchased Assets for Tax periods that which begin before the Closing Date and end after the Closing Date. To The 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 statementspreceding sentence prior to filing for no more than five (5) business days. The Buyer and the Sellers 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. 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 before the date on which Taxes are due 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 that is attributable to the Pre-Closing Tax Period. The Buyer shall pay to the Sellers the amount, if any, by which Taxes prepaid by the Company or Sellers exceed the Purchaser for a period beginning prior portion of such Taxes that is attributable to the Pre-Closing DateTax Period. For purposes of this SectionSection 10.3, 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 is attributable to the portion of such Pre-Closing Tax period ending on the Closing Date 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 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”), 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 Returnsperiod. 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 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 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 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 Returns and Straddle Statement, the Representative 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 Returns, 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 statements, the Sellers shall pay to the Company an amount equal to the unreserved portion purposes of such Taxes that relates to the portion of the Tax period ending calculating Working Capital on the final 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 Returns and Straddle Statement, the Representative (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 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 Parent shall prepare or cause to be prepared and file or cause to be filed (taking into account all extensions properly obtained) any Tax Returns of the Company that are required to be filed by or with respect to Century for Tax all periods that which begin before the Closing Date and end after the Closing Date. To Parent agrees to indemnify the extent such Taxes are not fully reserved for Active Shareholders from and against the entirety of any Adverse Consequences the Active Shareholders may suffer resulting from, arising out of, relating to, or caused by the Tax Return discussed in the Company’s financial statements, preceding sentence if the Sellers position taken by Parent in preparing such Tax Return is inconsistent with the prior practice of Century. The Century Owners 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 all Taxes imposed on Century for such periods are paid by Parent or Century 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; provided, however, that the Century Owners shall not be required to reimburse Parent for any Excluded Taxes. 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 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 ; provided, however, that transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount portion of the costs and expenses incurred by Closing Date after the Purchaser Closing shall be allocated to the taxable year or period that is deemed to begin at the Company in the preparation and filing beginning of the Tax Returnsday following the Closing Date. 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 taxable period ended on the Closing Date. The Surviving Entity shall be entitled to any refund of (or credit for) Taxes allocable to any portion of a Tax period ended ending 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 Century.

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 for Tax periods that begin before the Closing Date and end after the Closing DateDate (collectively, the “Straddle Periods” and each, a “Straddle Period” and such Tax Returns, the “Straddle Period Returns”). To the extent such Taxes are not fully reserved for Such Straddle Period Returns shall be prepared in accordance with the Company’s financial statementspast practices unless otherwise required by applicable Law. Buyer shall permit Sellers’ Representative to review and comment on each such Straddle Period Return prior to filing, and such Straddle Period Returns will be revised to reflect the reasonable comments of the Sellers’ Representative. Buyer shall not amend any Straddle Period Returns in a manner that would adversely affect Sellers without the prior written consent of the Sellers’ Representative, except as expressly required by a taxing authority. Within fifteen (15) days after the date on which Buyer pays or causes to be paid any Taxes of the Company shown to be due on any Straddle Period Return, Sellers shall pay severally pay, or cause to be paid, to Buyer 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 Straddle 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 AmountPre-Closing Tax Period”), and (ii) in the case of any Tax based upon provided, however, that with respect to non-Income Taxes, Sellers shall severally pay, or related cause to income or receiptsbe paid, be deemed equal to Buyer the amount that would be payable if by which such non-Income Taxes exceeds the relevant Tax period ended amount accrued therefore on the NWC Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunderStatement, 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 partiesfinally determined.

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 , which Tax Returns shall be prepared in a manner consistent with the Company’s financial statementsprior practice, the Sellers if any, except as may be required by Law. Upon Seller’s request, Purchaser shall permit Seller to review and comment on each such Tax Return at least twenty (20) days prior to filing; provided, that Purchaser shall not be required to make any changes to such Tax Returns, unless such changes are necessary for such Tax Returns to comply with applicable Law. Seller shall pay to Purchaser within ten (10) 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 but only to the Sellers within fifteen (15) days after receipt extent in excess of written notice from the Company or the Purchaser that any amount accrued for such Taxes were paid by and taken into account for purposes of the Company or the Purchaser for a period beginning prior to the Closing DateNet Working Capital Adjustment. For purposes of this SectionSection 6.10(a)(iii), 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 income, sales, payroll 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 income, sales, payroll 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 ; provided that any deductions relating to Funded Indebtedness or Company Transaction Expenses shall pay be allocated to the Company with the payment portion 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 such Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended ending 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 Buyer will prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, any Tax Returns of for the Company Companies for Tax periods that begin before the Closing Date and end after the Closing Date. To The Buyer will permit the extent Selling 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 preceding sentence prior to filing. The Sellers shall will pay to the Company Buyer within 15 days after the 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 Tax such Taxable 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 Company or the Purchaser for a period beginning prior to are not reflected in the Closing DateBalance Sheet as a reserve for Liability for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and taken into account in the Working Capital calculation. 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 Taxable period ending on the Closing Date shall (iwill lv) 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 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 (iilvi) 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 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 partiesCompanies.

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 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 (i) 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 Period Tax Returns"). To The Straddle Period Tax Returns shall be prepared by Buyer in a manner that is, to the extent permitted by law, consistent with the last Tax Return filed prior to the date of this Agreement in each relevant jurisdiction with respect to the Company and its subsidiaries. The Straddle Period Tax Returns shall be submitted to the Sellers at least forty-five (45) days prior to their due date, including extensions. The Sellers shall have the right to conduct a reasonable review of the Straddle Period Tax Returns prepared by Buyer and Buyer shall not file such Taxes are Straddle Period Tax Returns without the prior written consent of the Sellers, which consent shall not fully reserved for in be unreasonably withheld or delayed. Any dispute regarding the Company’s financial statementsStraddle Period Tax Returns shall be resolved pursuant to EXECUTION COPY the Tax Dispute Resolution Mechanism. Following the resolution of any such dispute, Buyer shall prepare and timely file the Straddle Period Tax Returns, as modified based on the resolution of any dispute. (ii) 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 allocable to the portion of such Taxable period ending on the Closing Date. Date (based on the method described in Section 5.8(b)(iii)). (iii) 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 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 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 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. (i) 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 DateDate ("Straddle Period Tax Returns"). 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 The Straddle Period Tax period ending on the Closing Date. Such payment, if any, Returns 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 prepared by the Company or in a manner that is, to the Purchaser for a period beginning extent permitted by law, consistent with the last Tax Return filed prior to the Closing Datedate of this Agreement in each relevant jurisdiction with respect to the Company. The Straddle Period Tax Returns shall be submitted to the Buyer at least forty-five (45) days prior to their due date, including extensions. The Buyer shall have the right to conduct a reasonable review of the Straddle Period Tax Returns prepared by the Company and the Company shall not file such Straddle Period Tax Returns without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. Any dispute regarding the Straddle Period Tax Returns shall be resolved pursuant to the Tax Dispute Resolution Mechanism. Following the resolution of any such dispute, the Company shall prepare and timely file the Straddle Period Tax Returns, as modified based on the resolution of any dispute. (ii) 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 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 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.

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 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 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 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 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 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 Closing Balance Sheet. For purposes of this SectionSECTION 9.4.2, 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, 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 Returns tax returns of the Company and the Subsidiaries for Tax tax periods that which begin before the Closing Date and end after the Closing DateDate and have not been filed as of the date of this Agreement. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The LLC shall pay to the Company Buyer within 15 days after the date on which taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that taxes 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 Date 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 DateDate Balance Sheet. For purposes of this Section, in the case of any Taxes 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 tax which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes taxes other than Taxes the taxes based upon or related to income or receipts, be deemed to be the amount of such Tax 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 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.