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. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall 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. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods which that begin before the Closing Date and end after the Closing Date. Sellers Buyer shall pay to Buyer Seller 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 Tax period ending on beginning after the Closing Date. For purposes of this Sectionsection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable Tax period ending on beginning after the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable portion of the Tax period ending on beginning after the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period (provided that such allocation of Taxes shall be equitably adjusted to reflect any material acquisitions or dispositions of property during the Tax period, ) and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on began after the Closing Date. Any credits relating to a Taxable Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the CompanyCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Sub shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers Stockholders shall pay to Buyer Sub 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. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall shall: (xA) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, ; and (yB) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of for the Company Acquired Entities for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to Buyer within fifteen (15) days after 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. For purposes of this SectionSection 9.1(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 Taxes which relates to the portion of such Taxable period ending on the Closing Date shall (x) 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 Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyAcquired Entities.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Group and the Companies for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers Purchaser and the Companies shall pay afford the Representative a reasonable opportunity to Buyer within fifteen (15) days review the proposed form of any state income Tax Return of the Group and the Companies for any period that begins before and ends after the date on Closing Date and shall not file any such Tax Return without the prior written consent of the Representative, which Taxes are paid with respect consent shall not be unreasonably withheld. Revisions reasonably requested by the Representative to such periods an amount equal to proposed Tax Returns shall be considered in good faith by the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing DatePurchaser. For purposes of this SectionAgreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which that relates to the portion of such Taxable Tax period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Company Stockholders shall pay to Buyer Parent 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, except to the extent that such Taxes are 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 (rather than in any notes thereto), as such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns. 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 Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which that relates to the portion of such Taxable Tax period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date. Sellers Seller shall 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. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyTarget and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. The Sellers shall pay to Buyer within the Purchaser not later than fifteen (15) days after prior to the date on which such Taxes are paid due with respect to such periods an amount equal to the portion of such Taxes which relates actually due and payable with respect to the portion of such Taxable period ending on December 31, 1997 to the Closing Dateextent such Taxes were not accrued and reflected on the HCG Interim 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 DateDecember 31, 1997, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date December 31, 1997 shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing DateDecember 31, 1997. Any credits relating to a Taxable period that begins before and ends after the Closing Date December 31, 1997 shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyDecember 31, 1997.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”). Sellers Except to the extent that such Taxes were taken into account in calculating Company Net Cash, the Company Stockholders shall pay to Buyer Parent 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. 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 period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax which that relates to the portion of such Taxable Tax period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to Buyer within fifteen (15) days after 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 DateDate to the extent such Taxes exceed the reserves therefor reflected as a liability in the Actual Closing Working Capital as finally determined in accordance with Section 1.2. 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 which relates to the portion of such Taxable period ending on the Closing Date shall (x) 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 Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The 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 which begin before the Closing Date and end after the Closing Date. Sellers The Buyer shall pay permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer within fifteen (15) days after and the date on which Taxes are paid Seller 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 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 DateBuyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. Any credits relating to a Taxable Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyAcquired Companies.

Tax Periods Beginning Before and Ending After the Closing Date. The 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 which begin before the Closing Date and end after the Closing Date. Sellers shall pay to the 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. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer DBT shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Subsidiaries for Tax periods periods, which begin before the Closing Date and end after the Closing Date. Sellers shall 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. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending which ends on the Closing Date shall (xa) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (yb) in the case of any Tax based upon or related to income or receipts on receipts, be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the CompanyCompany and the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall Snydxx xxxll prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company SCA for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall 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 Stockholder acknowledges that he is liable for the portion of such Taxes Taxes, if any, not accrued on the June 30 Balance Sheet which relates to the portion of such Taxable period 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 which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.which

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 which begin before the Closing Date and end after the Closing Date. The Sellers shall pay to Buyer the Purchaser within fifteen (15) days after 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 DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Working Capital. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such Taxable period ending on the Closing Date shall (x) 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 Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 period which begin begins on or before the Closing Date and end ends after the Closing DateDate (a “Straddle Period”). Sellers The Purchaser shall pay to Buyer within fifteen (15) days after be reimbursed by the date Members, on which Taxes are paid with respect to such periods a joint and several basis, for an amount equal to the portion of such Taxes which relates to the portion of such Taxable period Straddle Period ending on the Closing DateDate within fifteen (15) days after payment by the Purchaser or the Company or any Subsidiary of such Taxes, except to the extent such Taxes were reflected as a liability on the Final 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 which that relates to the portion of such Taxable period Straddle Period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period Straddle Period multiplied by a fraction the numerator of which is the number of days in the Taxable period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, Straddle Period and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant Taxable period Straddle Period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.50

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Shareholder Representative shall pay be permitted to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to review, comment and approve that portion of each such periods an amount equal Tax Return related to the portion of such Taxes which relates to the portion of such Taxable taxable period ending on the Closing DateDate prior to filing, which approval the Shareholder Representative will not unreasonably withhold or delay. For purposes of this SectionAgreement, 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 which that relates to the portion of such Taxable taxable period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past custom and prior practice of the CompanyCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Telecom for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers Telecom shall 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 DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements. (For purposes of this SectionSection 9.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyTelecom.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each corporation comprising the Company AFA Group and Agro for Tax tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Seller and the Agro Seller shall pay to the 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 taxes which relates to the portion of such Taxable 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 taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.the

Tax Periods Beginning Before and Ending After the Closing Date. Buyer ExamWorks shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Stockholder Representative (on behalf of the Stockholders) shall pay to Buyer ExamWorks 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 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 taxable income) shown in the Final Working Capital Schedule. For purposes of this SectionSection 7.12(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 which relates to the portion of such Taxable Tax period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and any (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Holdings shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of relating to the Company Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers Loewen shall pay to Buyer Hoxxxxxx 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. For purposes of this SectionSection 8.2(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (xA) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (yB) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Companyapplicable Subsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Except as provided in the immediately following sentence, Sellers, as directors of the Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date, subject to Telepad's prior review and approval. If, as a result of the transfer of the Shares hereunder to Telepad, the Company or Telepad is required or agrees to file a Tax Return or pay Taxes for a period which includes the Closing Date, Sellers shall pay to Buyer the Company or Telepad, as the case may be, within fifteen (15) 15 days after the date on which Taxes 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 taxable period ending on the Closing Date. For purposes of this SectionSection 8.01(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 which relates to the portion of such Taxable taxable period ending on the Closing Date shall (xi) in the case of any Taxes other than the Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Buyers, or Seller if Buyers request and Seller agrees, shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company RSG Companies for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers Upon Seller’s request, Buyers shall pay permit Seller to Buyer within fifteen (15) days after review and comment on each such Tax Return described in the date on which Taxes are paid with respect preceding sentence prior 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 Datefiling. For purposes of this SectionSection 5.13, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable Tax for the period ending up to the open of business on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on on, but excluding the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable as if the relevant Taxable Tax period ended at the open of business on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Buyer shall pay permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer within fifteen (15) days after and the date on which Taxes are paid Seller 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 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 DateBuyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable Tax period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. Any credits relating to a Taxable Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall 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. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Seller shall pay to the 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 Tax period 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 Tax period that includes (but does not end on) the Closing Date, such Tax shall be apportioned to each day in the relevant Tax period on a pro rata basis, and in the case of any Tax based upon or related to income or receipts, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on the Closing Date. The portion of any Tax which relates to the portion of such Tax period ending on the Closing Date shall (a) be payable by the Seller, and (b) shall not include any Taxes attributable to actions taken by the Buyer on the Closing Date. Any credits relating to a Taxable Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each of its Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Purchaser shall pay to Buyer within fifteen (15) days after be reimbursed from the date on which Taxes are paid with respect to such periods General Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date, except to the extent such Taxes were reflected as a liability on the Final Closing Statement. For purposes of this SectionSection 6.12(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (xy) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (yz) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 which begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”). Sellers The Seller Parties shall pay to Buyer the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such periods Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period Straddle Period ending on the Closing DateDate to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working Capital. 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 which relates related to the portion of such Taxable period Straddle Period ending on and including the Closing Date shall (xi) 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 Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Taxable Tax period, and (yii) in the case of any Tax Taxes based upon or related to income income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on and included the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns and timely pay Taxes due and owing (subject to the indemnification provisions of the Company this Agreement) of Acquired Corporation for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall 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 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 which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.the

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 which begin before the Closing Date and end after the Closing Date. The Sellers shall pay to Buyer the Purchaser within fifteen (15) days after 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 DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Net Equity. 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 which relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income receipts or receiptsincome, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to receipts or income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompany and each of its Subsidiaries jointly by the Purchaser and the Representative.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall Parent will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Group (or any member thereof) for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall 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 DateStraddle Periods. For purposes of this SectionSection 6.10(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 DateStraddle Period, the portion of such Tax which that relates to the portion of such Taxable period Straddle Period ending on the Closing Date shall will (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period Straddle Period multiplied by a fraction the numerator of which is the number of days in the Taxable period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, Straddle Period and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to an amount calculated on a deemed closing of the amount which would be payable if books basis for the relevant Taxable period ended portion of such Straddle Period ending on the Closing Date. Any credits relating to a Taxable , provided, that exemptions, allowances or deductions that are calculated on an annual or other periodic basis (including depreciation and amortization deductions) will be allocated between the period that begins before ending on the Closing Date and ends the period after the Closing Date shall be taken into account as though in proportion to the relevant Taxable period ended on the Closing Datenumber of days in each such period. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company Target for Tax tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes taxes are paid with respect to such periods an amount equal to the portion of such Taxes taxes which relates to the portion of such Taxable taxable period ending on the Closing Date. 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 tax which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x) in the case of any Taxes taxes other than Taxes taxes based upon or related to income or receipts, be deemed to be the amount of such Tax tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (y) in the case of any Tax tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyTarget.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall shall, at its own expense, prepare or cause to be prepared and timely file or cause timely to be filed any Tax Returns of the Company Acquired Companies for Tax periods which that begin before the Closing Date and end after the Closing Date. Sellers Provided Buyer has complied with the procedures outlined in Section 5.7(c) hereof, Buyer shall pay to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods be reimbursed by Seller for an amount equal to the portion of the Taxes (less any prepayment of Taxes) shown as due on such Taxes which relates Tax Returns that relate to the portion of such Taxable period ending on December 31, 2007 within fifteen (15) days after receipt by Seller of notice from Buyer that payment by Buyer or the Closing Dateapplicable Acquired Company of such Taxes has been made. For purposes of this SectionSection 5.7(b) and Section 8.1(d), in the case of any Income Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateDecember 31, 2007, the portion of such Income Tax which that relates to the portion of such Taxable period ending on the Closing Date December 31, 2007 shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on December 31, 2007. The portion of any Taxes other than Income Tax that relates to the Closing Dateperiod ending on December 31, 2007 shall be determined on a daily pro rata basis. Any credits or estimated tax payments relating to a Taxable period that begins before and ends after the Closing Date December 31, 2007 shall be taken into account as though the relevant Taxable period ended on the Closing DateDecember 31, 2007. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Acquired Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall The Purchaser will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Periods”). Except as otherwise required by applicable Law, such Tax Returns will be prepared in a manner consistent with Tax Returns prepared and filed by the Company prior to the Closing Date. Sellers shall pay to Buyer within fifteen At least thirty (1530) days after prior to the date on which Taxes are paid with respect to each such periods an amount equal Tax Return is filed (including any applicable extensions), the Purchaser shall submit such Tax Return to the portion of such Taxes Stockholders for the Stockholders’ review and approval, which relates to the portion of such Taxable period ending on the Closing Dateapproval shall not be unreasonably withheld or delayed. For purposes of this SectionSection 5.9, 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 Taxes which relates to the portion of such Taxable taxable period ending on the day immediately preceding the Closing Date shall will (xi) 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 Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the day immediately preceding the Closing Date and the denominator of which is the number of days in the entire Taxable period, taxable period and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on day immediately preceding the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with prior practice practices of the CompanyCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Subsidiaries for Tax tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to Buyer within fifteen (15) days after the date on which Taxes shown on such Tax Returns are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable taxable period 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 taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount amounts of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompany and the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Surviving Corporation for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers Xxxxxxx and the Shareholder Trust, jointly and severally, shall pay to Buyer Surviving Corporation 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 taxable period ending on the Closing Date. For purposes of this SectionSection 5.11(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 which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Shareholders shall pay to Buyer Purchaser 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 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 latest Company Financial Statements as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company. For purposes of this Sectionsection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that which includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that which begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations allocation shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 which begin before the Closing Date and end after the Closing Date. Sellers The Major Stockholder shall pay to Buyer within fifteen (15) days after reimburse the date on which Taxes are paid with respect to such periods Purchaser an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date, except to the extent such Taxes were reflected as a current liability on the Final Working Capital Schedule, within ten (10) Business Days after payment by the Purchaser or the Company of such Taxes. For purposes of this SectionSection 6.9(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall be (xi) in the case of any Taxes other than Taxes based upon imposed on a periodic basis (such as real or related to income or receiptspersonal property Taxes), be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (yii) in the case of any Tax Taxes not described in clause (i) (such as franchise Taxes or Taxes that are based upon on or related to income or receipts receipts), be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompany to the extent permitted by applicable Law.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Partnership shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which that begin before the Closing Date and end after the Closing Date. Sellers Contributors shall pay to Buyer the Partnership 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 that relates to the portion of such Taxable period ending on the end of or prior to the Closing DateDate to the extent such Taxes were not funded by Contributors at Closing. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which that relates to the portion of such Taxable period ending on the end of or prior to the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the end of or prior to the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the end of the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the end of or prior to the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Straddle Periods. Buyer shall permit the Shareholder to review each such Tax periods which begin before Return described in the Closing Date and end after the Closing Datepreceding sentence prior to filing. Sellers The Shareholder shall 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 taxable period 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 taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x) 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 Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (y) in the case of any Tax based upon or related to income or receipts other Tax, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax taxable periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to Buyer within fifteen no later than five (155) days after before 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 taxable period ending on the Closing Date. 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 which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (y) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer With -------------------------------------------------------------- the assistance of and subject to review by Old Mutual, the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns for each of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers Old Mutual shall pay to Buyer the Purchaser within fifteen (15) days after 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 DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Net Tangible Assets. 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 which relates to the portion of such Taxable period ending on the Closing Date shall (xi) 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 Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date or any other Tax Returns of the Company not described in Section 8.1 which are due after the Closing Date. Sellers shall 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 or before 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 Interim 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 which relates to the portion of such Taxable period ending on the Closing Date shall (xa) in the case of any sales, use, transfer or other similar Taxes, and in the case of employment, payroll or other similar Taxes, be based on an interim closing of the books as of the Closing Date and (b) in the case of any Taxes not described in subsection (a) above (other than Taxes based upon or related to income or receipts), be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers The Seller shall pay to the 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 taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this SectionSection 13.2, 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 which relates to the portion of such Taxable taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period, taxable period and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 which begin before the Closing Date and end after the Closing Date. Sellers , and the Company shall pay all Taxes due, provided however that Majority Shareholders shall promptly reimburse Purchaser and the Company (i) for any Taxes of Company to Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal extent allocable to the portion of such Taxes which relates to the portion of such Taxable taxable period ending on or 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 11.5 Unexpected Taxes"); and provided further, that the Majority Shareholders' aggregate liability under this Section 11.5 and Section 11.3 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 $1,100,000. 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 which relates that is allocable to the portion of such Taxable taxable period ending on the Closing Date shall (xi) 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 Taxable taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable portion of the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable taxable period, and (yii) in the case of any Tax based upon or related to income or receipts Income Tax, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.