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

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle "STRADDLE TAX RETURNS"). Buyer shall permit Sellers to review and comment on each such Tax Returns”)Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as “"PRE-CLOSING TAXES." Sellers shall pay to Buyer an amount equal to the Pre-Closing Taxes.” If Taxes due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; providedPROVIDED, howeverHOWEVER, that in the case of a Tax tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). The Buyer shall permit the Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” If The Sellers shall pay to the Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes are not accrued as a liability on the Closing Balance Sheet used to compute net working capital) within five (5) days after the date the Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that in the case of a Tax tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of any of the Company Company's Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Sellers will jointly and severally reimburse Buyer for that portion of the Income Taxes with respect to any Tax such period which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such taxable period ending on or before the Closing Date. Such payment shall be made within two business days of the date on which Income Taxes are paid. For purposes of this Section, in the case of any Income Taxes that are imposed on a periodic basis and are payable for a taxable period that incledes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes Date shall be deemed to be equal to the amount of Tax for which would be payable if the relevant taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through ended on the Closing Date and the denominator of which shall be the number of days in the taxable periodDate. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Sellers shall 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 any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such taxable period ending on the Closing Date to the extent attributable such Taxes are not reflected in the accrual for Tax liability (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 this Section 5.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period or portion of a period ending on or before that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be referred deemed equal to herein as “Pre-the amount which would be payable if the relevant taxable period ended on the Closing Taxes.” If the Pre-Closing Taxes involve Date. Any credits relating to a taxable period which that begins before and ends after the Closing Date, such Pre-Closing Taxes Date shall be calculated taken into account as though the relevant taxable year of the Company terminated as of the close of business period ended on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (with such periods being a “Straddle Period” and such Tax returns being the “Straddle Tax Returns”). 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 paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, provided however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any state, local or foreign Tax Returns of the Company each Subsidiary for taxable periods which begin before the Closing Date and end after the Closing Date. The Seller shall pay to (or as directed by) the Buyer amounts equal to the portions of such Taxes which relate to the portions of such taxable periods ending on the day before the Closing Date (“Straddle Tax Returns”). Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable such Taxes have not already been paid by the Seller (including payments made by the Seller prior to the Closing) or have not been included within the determination of the Closing Purchase Price, and such payments shall be made in each applicable case by the later of (a) fifteen (15) days after the date when the Buyer notifies the Seller of an amount of such Taxes that is payable and (b) five (5) days prior to the due date for paying such amount of Taxes to the relevant tax authority. For purposes of this Section 4A.3, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period or portion of a period ending on or that includes (but does not end on) the day before the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such taxable period which begins ending the day before and ends after the Closing Date, such Pre-Closing Taxes Date shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.of

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall will prepare and file, or cause to be prepared and file or cause to be filed filed, any Tax Returns of for the Company which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a period which begins Companies for tax periods beginning before and ends ending after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that because DHL is a disregarded entity reported in Seller’s personal tax return, Seller’s tax advisors will calculate income through the Closing Date. If requested by Seller, the Buyer will permit the Seller to review and comment on each such Tax Return described in the case of a Tax not based on income, receipts, proceeds, profits or similar items, preceding sentence prior to filing. Seller shall be responsible for all Taxes relating to the Pre-Closing Taxes tax periods. The Buyer shall be equal responsible for all Taxes for tax periods ending after the Closing Date. Until full repayment of all amounts and performance of all obligations to Seller under the Transaction Documents and Notes by Buyer, [A] Buyer will furnish to Seller annually and quarterly, promptly but in any event within ninety (90) days after the end of each fiscal year or fiscal quarter, a complete copy of Companies financial statements containing statements of profit and loss, balance sheets and supporting schedules, and [B] Seller shall have right to inspect all books, records and calculations related to the amount calculation of Tax taxable income for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the tax periods beginning of the taxable period through the prior to Closing Date and ending after full repayment of all amounts and performance of all obligations to Seller under the denominator Transaction Documents and Notes. All items of which income, deduction, gain or loss included in the calculation of taxable income for DSM shall be the number of allocated between Buyer and Seller using a days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Companymethod.