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. 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. Parent shall be reimbursed in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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 DateDate (“Straddle Tax Returns”). Parent shall Any portion of any Tax which must be reimbursed paid in an amount equal connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of such Taxes which relates to the portion of such Taxable a period ending on or before the Closing Date by offsetting from Date, shall be referred to herein as “Pre-Closing Taxes.” If the amount payable to Pre-Closing Taxes involve a period which begins before and ends after the Holders in Closing Date, such Pre-Closing Taxes shall be calculated as though the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes taxable year of the preceding sentenceCompany terminated as of the close of business on the Closing Date; provided, however, that in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Datebased on income, 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 taxable period, and (ii) in the case of any Tax based upon or related . All determinations necessary to income or receipts, be deemed equal give effect to the amount which would foregoing allocations shall be payable if made in a manner consistent with prior practice of the relevant Tax period ended on the Closing DateCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Buyer shall be reimbursed in pay to 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementDate. For purposes of the preceding sentencethis section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on beginning after the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period ending on beginning after the Closing Date and the denominator of which is the number of days in the entire Tax period (provided that such allocation of Taxes shall be equitably adjusted to reflect any material acquisitions or dispositions of property during the Tax period, ) and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount which would be payable if the relevant Tax period began after the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Parent The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any Tax periods period which begin begins on or before the Closing Date and end ends after the Closing DateDate (a “Straddle Period”). Parent The Buyer shall be reimbursed in by Sellers, on 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 Date within fifteen (15) days after payment by offsetting from Buyer or the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 belowCompany of such Taxes, except to the extent that such Taxes are were reflected in as a liability on the Final Tax Reserve Closing Working Capital Statement. For purposes of the preceding sentencethis Section 6.16(D), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, Straddle Period and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period Straddle Period ended on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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 which begin before the Closing Date and end after the Closing Date. Parent The Purchaser shall be reimbursed permit the Sellers to review and comment on each such Tax Return described in an amount equal the preceding sentence prior to filing. Subject to Section 5.2(G), the Sellers shall deliver to the Purchaser, at least three (3) business days prior to the date on which such Taxes are required to be paid, that portion of such the Taxes which relates to the portion of such Taxable taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementDate. For purposes of the preceding sentencethis Section 5.2(C), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 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 which would be payable if the relevant Tax taxable period ended on the Closing Date. Subject to the proration provisions of the preceding sentence, any credits or refunds 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 Companies.

Tax Periods Beginning Before and Ending After the Closing Date. Parent With respect to the Sequa Can Subsidiaries, Xxxxxx shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of covering the Company Business or its successor for Tax periods which begin before the Closing Date and end after the Closing Date. Parent shall be reimbursed in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 Taxable period, and (iib) in the case of any Tax based upon on or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax 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.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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”). Parent The Seller Parties shall be reimbursed in pay to the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such 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 Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that 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 Tax Reserve StatementClosing Adjustment Statement and included in the computation of Net Working Capital. For purposes of the preceding sentenceTax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, 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 which would be payable if the relevant Tax period ended on and included the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company for Tax tax periods which begin before the Closing Date and end after the Closing Date. Parent Buyer shall be reimbursed permit the Sellers to review and comment upon each such tax return described in the preceding sentence prior to filing. 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 taxes which relates to the portion of such Taxable taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes taxes are not reflected in the Final Tax Reserve Statementtax liability shown on the unaudited Closing Date Balance Sheet. For purposes of the preceding sentencethis Section, in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Tax 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 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 Date, and the denominator of which is the number of days in the entire Tax 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 which would be payable if the relevant Tax taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Company Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing DateDate on a basis consistent with past practice except (i) as otherwise required by Law or (ii) as otherwise would result in a reduced amount of Tax. Parent shall be reimbursed in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period for Tax periods or portions thereof ending on or before the Closing Date by offsetting from shall be determined without regard to any items of deduction, loss or credit of the amount payable Company attributable to the Holders in effectuation of the Aggregate Second Payment AmountMerger, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected paid directly or indirectly by Parent. Except as provided in the Final Tax Reserve Statement. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be by payable if the relevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Stockholder Representative (on behalf of the Stockholders) shall be reimbursed in pay to 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 Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that 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 Tax Reserve StatementWorking Capital Schedule. For purposes of the preceding sentencethis Section 7.12(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and any (ii) 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 Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Buyer shall be reimbursed in an amount equal permit the Seller to the portion of review and comment on each such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders Tax Return described in the Aggregate Second Payment Amountpreceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, Second Payment Holdback or Fourth Payment Amounthowever, in each case as more fully set forth in Article 11 below, except to that the extent that final decision regarding any such Taxes are reflected in Tax Return shall rest with the Final Tax Reserve StatementBuyer. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (iiy) 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 Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Acquired Companies.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Sellers shall be reimbursed in 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 Tax period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that 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 Tax Reserve StatementPurchase Price. For purposes of the preceding sentencethis Section 5.4(d), in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (ii) 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 Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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 which begin before the Closing Date and end after the Closing Date. Parent Except as otherwise required by applicable Law, such Tax Returns shall be reimbursed 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in not accrued on the Final Tax Reserve StatementClosing Balance Sheet. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 period, Taxable period and (iiy) 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 Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practices of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Seller shall be reimbursed in 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 belowDate, except to the extent that such Taxes are reflected in were provided for on the Final Tax Reserve StatementClosing Date Financial Statements. For purposes of the preceding sentencethis Section 13.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, 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 which would be payable if the relevant Tax 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. Parent The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company FRE for Tax periods which begin before the Closing Date and end after the Closing Date. Parent The Sellers shall be reimbursed in pay to the Company within 15 days after the dateon 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve StatementLiability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Current Balance Sheet. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 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 which would be payable if the relevant Tax 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 FRE.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Seller and the Agro Seller shall be reimbursed in 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 Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve Statementliability (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 the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (iiy) 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 Tax period ended on the Closing Date.the

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Buyer shall be reimbursed in an amount equal permit the Seller to the portion of review and comment on each such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders Tax Return described in the Aggregate Second Payment Amountpreceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, Second Payment Holdback or Fourth Payment Amounthowever, in each case as more fully set forth in Article 11 below, except to that the extent that final decision regarding any such Taxes are reflected in Tax Return shall rest with the Final Tax Reserve StatementBuyer. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (ii) 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 Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Old Mutual shall be reimbursed in 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that the amounts of such Taxes are reflected not utilized in determining the Final Tax Reserve StatementActual Net Tangible Assets. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 (i) 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, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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”). Parent The Purchaser shall be reimbursed in by the Members, on 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 Date within fifteen (15) days after payment by offsetting from the amount payable to Purchaser or the Holders in the Aggregate Second Payment Amount, Second Payment Holdback Company or Fourth Payment Amount, in each case as more fully set forth in Article 11 belowany Subsidiary of such Taxes, except to the extent that such Taxes are were reflected in as a liability on the Final Tax Reserve StatementWorking Capital Schedule. For purposes of the preceding sentencethis Section 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 Tax 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, Straddle Period and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period Straddle Period ended on the Closing Date.50

Tax Periods Beginning Before and Ending After the Closing Date. Parent The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax tax periods which begin before the Closing Date and end after the Closing Date. Parent The Sellers shall be reimbursed in pay to the Buyer 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 taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final accrual for Tax Reserve Statementliability (rather than any accrual for deferred Taxes established to reflect timing differences between book and Tax income) shown on the finally determined Closing Balance Sheet. For purposes of the preceding sentencethis Section 5.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax 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. Parent 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. Parent The Buyer shall be reimbursed in an amount equal permit the Seller to the portion of review and comment on each such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders Tax Return described in the Aggregate Second Payment Amountpreceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, Second Payment Holdback or Fourth Payment Amounthowever, in each case as more fully set forth in Article 11 below, except to that the extent that final decision regarding any such Taxes are reflected in Tax Return shall rest with the Final Tax Reserve StatementBuyer. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (iiy) 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 Tax period ended on the Closing Date.. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company. The intent of this paragraph is that taxes related to H&H when vended out be paid by H&H.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Sellers shall be reimbursed in 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementDate. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 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 which would be payable if the relevant Tax 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.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Telecom shall be reimbursed in 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve StatementLiability (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 the preceding sentencethis Section 9.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 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 which would be payable if the relevant Tax 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 Telecom.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Sellers shall be reimbursed in 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 Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve StatementLiability (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 the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 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 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, . Any credits relating to a Taxable period that begins before and (ii) in ends after the case of any Tax based upon or related to income or receipts, Closing Date shall be deemed equal to the amount which would be payable if taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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 DateDate (with such periods being a “Straddle Period” and such Tax returns being the “Straddle Tax Returns”). Parent Buyer shall permit Seller to review and comment on each such Straddle Tax Returns prior to filing. Any portion of any Tax which must be reimbursed paid in an amount equal connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of such Taxes which relates to the portion of such Taxable a period ending on or before the Closing Date by offsetting from Date, shall be referred to herein as “Pre-Closing Taxes.” If the amount payable to Pre-Closing Taxes involve a period which begins before and ends after the Holders in Closing Date, such Pre-Closing Taxes shall be calculated as though the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes taxable year of the preceding sentenceCompany terminated as of the close of business on the Closing Date; provided however, that in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Datebased on income, 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 taxable period, and (ii) in the case of any Tax based upon or related . All determinations necessary to income or receipts, be deemed equal give effect to the amount which would foregoing allocations shall be payable if made in a manner consistent with prior practice of the relevant Tax period ended on the Closing DateCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Buyer shall be reimbursed in an amount equal permit the Seller to the portion of review and comment on each such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders Tax Return described in the Aggregate Second Payment Amountpreceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, Second Payment Holdback or Fourth Payment Amounthowever, in each case as more fully set forth in Article 11 below, except to that the extent that final decision regarding any such Taxes are reflected in Tax Return shall rest with the Final Tax Reserve StatementBuyer. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (iiy) 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 Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Seller shall be reimbursed in 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementDate. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates shall be apportioned to each day in the portion of such relevant 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 periodpro rata basis, and (ii) 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 be deemed equal to the amount which would be payable if the relevant 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 Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent To the extent permitted by applicable law, Sellers shall be reimbursed include any income, gain, loss, deduction or other tax items for such period on their Tax Returns in a manner consistent with the Schedule K-1s forwarded by the Company to the Sellers for such periods. 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 taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve StatementLiability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Financial Statements. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (iiy) 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 Tax 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. Parent 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. Parent Contributors shall be reimbursed in pay to 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 Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statementwere not funded by Contributors at Closing. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 end of or prior to 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 end of or prior to the Closing Date and the denominator of which is the number of days in the entire Tax 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 which would be payable if the relevant Tax 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. Parent 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. Parent The Purchaser shall be reimbursed permit the Seller Representative at least twenty (20) Business Days during which to review and comment on each such Tax Return described in an amount equal the preceding sentence prior to filing. For purposes of this Section, in the case of any Straddle Period, as defined below, the portion of such Taxes any Tax which relates to the portion of such Taxable period ending on the Closing Date by offsetting from (the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on“Pre-Closing Portion”) 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 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, and any (iiy) 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 Tax Taxable period ended on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Neocom for Tax periods which begin before the Closing Date and end after the Closing Date. Parent The Sellers shall be reimbursed in pay to the Company 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve StatementLiability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Current Balance Sheet. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (iiy) 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 Tax 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 Neocom.

Tax Periods Beginning Before and Ending After the Closing Date. Parent The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company ADVI for Tax periods which begin before the Closing Date and end after the Closing Date. Parent The Sellers shall be reimbursed in pay to the Company 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve StatementLiability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Current Balance Sheet. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (iiy) 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 Tax 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 ADVI.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Sellers shall be reimbursed in pay to Buyer 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are exceed the reserves therefor reflected as a liability in the Final Tax Reserve StatementActual Closing Working Capital as finally determined in accordance with Section 1.2. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (iiy) 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 Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent shall be reimbursed in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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 which ends 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 Taxable period, and (iib) in the case of any Tax based upon or related to income or on receipts, be deemed equal to the amount which would be payable if the relevant Tax 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 Company and the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Parent The 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 which begin before the Closing Date and end after the Closing Date. Parent The Buyer and the Sellers shall be reimbursed attempt in an amount equal good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the portion of final decision regarding any such Taxes which relates to Tax Return shall rest with the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementBuyer. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (iiy) 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 Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Companies.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent ; provided, however, that the Shareholders shall be reimbursed in an amount equal reimburse Buyer for the portion of Taxes that relate to the portion of such Taxes which relates to the portion of such Taxable Tax period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 belowDate, except to the extent that such Taxes are both (i) reflected in the Final reserve for Tax Reserve Statementliability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Closing Balance Sheet and (ii) taken into account in computing the purchase price adjustment pursuant to Section 2.14. For purposes of determining the preceding sentence, in the case allocation of any Taxes that are imposed on a periodic basis for Tax periods which begin before and are payable for a Tax period that includes (but does not end on) after 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, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent The Seller shall be reimbursed in 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 Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementDate. For purposes of the preceding sentencethis Section, in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Tax 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 (ix) 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 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, and (iiy) in the case of any Tax tax based upon or related to income or receipts, receipts be deemed equal to the amount which would be payable if the relevant Tax 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 Target.

Tax Periods Beginning Before and Ending After the Closing Date. Parent The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiary for Income Tax periods which begin before the Closing Date and end after the Closing Date. Parent Subject to Section 7.1(e), the Sellers shall be reimbursed in pay to the Company 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are not reflected in the Final reserve for Tax Reserve Statementliability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the finally determined Closing Balance Sheet. For purposes of the preceding sentencethis Section 7.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax 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 and its Subsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Loewen shall be reimbursed in pay to 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementDate. For purposes of the preceding sentencethis Section 8.2(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 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 which would be payable if the relevant Tax 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 Subsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent shall be reimbursed in an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve Statement. For purposes of the preceding sentencethis Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (iiy) 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 Tax 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. Parent 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. Parent The Purchaser shall be reimbursed in from the 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 belowDate, except to the extent that such Taxes are were reflected in as a liability on the Final Tax Reserve Closing Statement. For purposes of the preceding sentencethis Section 6.12(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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 (iy) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiz) 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 Tax 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.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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. Parent Sellers shall be reimbursed in pay to Buyer 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes are reflected in the Final Tax Reserve StatementDate. For purposes of the preceding sentencethis Section 9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax 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, and (iiy) 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 Tax Taxable period ended on the Closing Date.. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Acquired Entities. (c)

Tax Periods Beginning Before and Ending After the Closing Date. 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. The Company Stockholders shall pay to Parent shall be reimbursed in 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 by offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 belowDate, except to the extent that such Taxes are reflected in the Final reserve for Tax Reserve StatementLiability (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 the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Parent 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 which begin before the Closing Date and end after the Closing Date. Parent The Purchaser shall be reimbursed in by the Shareholder for an amount equal to the portion of such Taxes which relates to the portion of such Taxable Tax period ending on and including the Closing Date within fifteen (15) days after filing the applicable Tax Return and providing proof of payment by offsetting from the amount payable to Purchaser or the Holders in the Aggregate Second Payment Amount, Second Payment Holdback Company or Fourth Payment Amount, in each case as more fully set forth in Article 11 belowany Subsidiary of such Taxes, except to the extent that such Taxes are were reflected in as a liability on the Final Tax Reserve StatementBalance Sheet. For purposes of the preceding sentencethis , in the case of any Taxes that are imposed on a periodic basis and are payable for a 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, and (iiz) 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 Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.