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. (a) Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns for the Company and any Company Subsidiary for Tax periods beginning before and ending after the Closing Date in a manner consistent with prior practices for the Company and any Company Subsidiary, except for changes necessary to comply with changes in, or application of, Tax law. Notwithstanding preparation of such Tax Returns, Shareholder shall be solely responsible for any Taxes incurred before the Closing Date in excess of any Taxes properly accrued on the books of the Company and any Company Subsidiary as of the Closing Date, excluding penalties solely attributable to the negligence of or the late filing of such Tax Returns by Parent or the Company or any Company Subsidiary after the Closing Date and net of any Tax overaccruals. (b) For purposes of this Section 8.2, the portion of Taxes incurred before the Closing Date shall be allocated (i) based on an interim closing of the books as of the Closing Date with respect to Taxes determined on the basis of income and (ii) on a per diem basis with respect to all other Taxes. (c) Parent shall submit all Tax Returns to Shareholder a reasonable number of days before the due date thereof (including any extensions that have been properly filed and copied to the other) to allow for reasonable review and comment. Shareholder shall have the right to review and comment and consent to the form and substance of any such Tax Return prepared by Parent (which consent may not be unreasonably withheld). Upon agreement with respect to the form and substance of such Tax Return, Parent shall cause such Tax Return to be filed. If Parent does not prepare and submit such Tax Return within the period set forth herein, Shareholder may prepare and file (or cause to be prepared and filed) such Tax Return in a manner consistent with prior practices for the Company or any Company Subsidiary, as the case may be.

Tax Periods Beginning Before and Ending After the Closing Date. (ai) Parent Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed any Income Tax Returns for of the Company Parties and any Company Subsidiary Blockers for Tax periods beginning which begin on or before the Closing Date and ending end after the Closing Date in a manner consistent with prior practices for the Company and any Company Subsidiary, except for changes necessary to comply with changes in, or application of, Tax law. Notwithstanding preparation of such ("Straddle Period Tax Returns, Shareholder shall be solely responsible ") and all Tax Returns for any Taxes incurred before all Tax periods ending on or prior to the Closing Date in excess of which are filed after the Closing Date other than Income Tax Returns ("Other Pre-Closing Tax Returns"). (ii) Buyer will submit any Taxes properly accrued on such Straddle Period Tax Returns or Other Pre-Closing Tax Returns to the books Sellers' Representative for review and approval at least 30 days prior to the filing date (after giving effect to any valid extensions); provided, however, that if the time period for filing any such Tax Return is less than 30 days after the end of the Company relevant taxable period, including valid extensions (a "Short-Period Straddle or Other Return"), Buyer shall submit such Tax Return to Sellers' Representative within a time period that provides Sellers' Representative with a reasonable period of time to review and any Company Subsidiary as of the Closing Date, excluding penalties solely attributable to the negligence of or the late filing comment on such Tax Return. Within 15 days after receipt of such Tax Returns by Parent or the Company or any Company Subsidiary after the Closing Date and net of any Tax overaccruals. (b) For purposes of this Section 8.2or, the portion of Taxes incurred before the Closing Date shall be allocated (i) based on an interim closing of the books as of the Closing Date with respect to Taxes determined on any Short-Period Straddle or Other Return, within a reasonable time period after Sellers' Representative's receipt of such Tax Return, taking into account the basis due date of income and (ii) on a per diem basis such Short-Period Straddle or Other Return), the Sellers' Representative will give written notice to Buyer of any dispute with respect to all other Taxes. such Tax Returns. Buyer and the Sellers' Representative will promptly attempt to resolve any disputes with respect to such Tax Returns; provided, that if they are unable to do so within 5 days after delivery of notice of the dispute, such disputed items will be resolved by the CPA Firm. Sellers' Representative (con behalf of the Sellers) Parent shall submit all Tax Returns will pay to Shareholder a reasonable number Buyer on or before the date which is the later of 10 days before the due date thereof of such Straddle Period Tax Return or Other Pre-Closing Tax Return (including after giving effect to any extensions valid extensions), or five days after the final resolution of any dispute, the amount of Taxes as set forth on such Tax Return that have been properly filed and copied are attributable to the other) to allow for reasonable review and comment. Shareholder shall have Pre-Closing Tax Period, less the right to review and comment and consent to the form and substance amount of any such Tax Return prepared by Parent (which consent may not be unreasonably withheld). Upon agreement with respect to Taxes that are included in the form and substance calculation of such Tax Return, Parent shall cause such Tax Return to be filed. If Parent does not prepare and submit such Tax Return within the period set forth herein, Shareholder may prepare and file (or cause to be prepared and filed) such Tax Return in a manner consistent with prior practices for the Company or any Company Subsidiary, as the case may beFinal Working Capital.

Tax Periods Beginning Before and Ending After the Closing Date. (a) Parent shall prepare Buyer will prepare, or cause to be prepared prepared, and file file, or cause to be filed any filed, all Tax Returns for the Company and any Company Subsidiary for Tax periods beginning that begin before the Closing Date and ending end after the Closing Date (the “Straddle Period Returns”). Buyer will provide the Representative with copies of any Straddle Period Returns at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) in the case of income Tax Returns and as soon as practicable in the case of all other Tax Returns, accompanied by a manner consistent with prior practices for statement (the Company “Straddle Statement”) setting forth and any Company Subsidiary, except for changes necessary calculating in reasonable detail the Taxes that relate to comply with changes in, or application of, Tax law. Notwithstanding preparation the portion of such Tax Returns, Shareholder shall be solely responsible for any Taxes incurred before period ending on the Closing Date in excess (the “Pre-Closing Taxes”). If the Representative agrees with the Straddle Period Returns and Straddle Statement, the Representative shall pay to Buyer, not later than five (5) Business Days before the due date for the payment of any Taxes properly accrued with respect to such Straddle Period Returns, an amount equal to the Pre-Closing Taxes as shown on the books Straddle Statement. If, within twenty (20) days after the receipt of the Company Straddle Period Returns and any Company Subsidiary as Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Closing Date, excluding penalties solely attributable to the negligence of Straddle Period Returns or the late filing of such Tax Returns by Parent or Pre-Closing Taxes calculated in the Company or any Company Subsidiary after the Closing Date Straddle Statement and net of any Tax overaccruals. (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Returns and Straddle Statement, then Buyer and the Representative shall attempt to resolve their disagreement within five (5) days following the Representative’s notification of Buyer of such disagreement. If Buyer and the Representative are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by the Representative and half by Buyer. For purposes of this Section 8.27.3, 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 Taxes incurred before such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income, receipts or payroll, be allocated (i) based deemed to equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on an interim closing of the books as of the Closing Date with respect to Taxes determined on and the basis denominator of income and (ii) on a per diem basis with respect to all other Taxes. (c) Parent shall submit all Tax Returns to Shareholder a reasonable which is the number of days before in the due date thereof entire Tax period, and (including any extensions that have been properly filed and copied to b) in the other) to allow for reasonable review and comment. Shareholder shall have the right to review and comment and consent to the form and substance case of any such Tax Return prepared by Parent (which consent may not based upon or related to income, receipts or payroll, be unreasonably withheld). Upon agreement with respect deemed to equal the form and substance of such amount that would be payable if the relevant Tax Return, Parent shall cause such Tax Return to be filed. If Parent does not prepare and submit such Tax Return within period ended on the period set forth herein, Shareholder may prepare and file (or cause to be prepared and filed) such Tax Return in a manner consistent with prior practices for the Company or any Company Subsidiary, as the case may beClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (a) Parent shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns for the Company for any Straddle Period (the “Straddle Period Returns”). Buyer will provide the Representative with copies of any Straddle Period Returns at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) in the case of income Tax Returns and any Company Subsidiary for as soon as practicable in the case of all other Tax periods beginning before Returns, accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relate to the portion of such Tax period ending after on the Closing Date in a manner consistent (the “Pre-Closing Taxes”). If the Representative agrees with prior practices the Straddle Period Returns and Straddle Statement, the Representative shall pay to Buyer, not later than five (5) Business Days before the due date for the Company payment of Taxes with respect to such Straddle Period Returns, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement. If, within twenty (20) days after the receipt of the Straddle Period Returns and any Company SubsidiaryStraddle Statement, except for changes necessary to comply with changes in, or application of, Tax law. Notwithstanding the Representative (a) notifies Buyer that it disputes the manner of preparation of such Tax Returns, Shareholder shall be solely responsible for any Taxes incurred before the Closing Date in excess of any Taxes properly accrued on the books of the Company and any Company Subsidiary as of the Closing Date, excluding penalties solely attributable to the negligence of Straddle Period Returns or the late filing of such Tax Returns by Parent or Pre-Closing Taxes calculated in the Company or any Company Subsidiary after the Closing Date Straddle Statement and net of any Tax overaccruals. (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Returns and Straddle Statement, then Buyer and the Representative shall attempt to resolve their disagreement within five (5) days following the Representative’s notification of Buyer of such disagreement. If Xxxxx and the Representative are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by the Representative and half by Xxxxx. For purposes of this Section 8.27.3, 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 Taxes incurred before such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income, receipts or payroll, be allocated (i) based deemed to equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on an interim closing of the books as of the Closing Date with respect to Taxes determined on and the basis denominator of income and (ii) on a per diem basis with respect to all other Taxes. (c) Parent shall submit all Tax Returns to Shareholder a reasonable which is the number of days before in the due date thereof entire Tax period, and (including any extensions that have been properly filed and copied to b) in the other) to allow for reasonable review and comment. Shareholder shall have the right to review and comment and consent to the form and substance case of any such Tax Return prepared by Parent (which consent may not based upon or related to income, receipts or payroll, be unreasonably withheld). Upon agreement with respect deemed to equal the form and substance of such amount that would be payable if the relevant Tax Return, Parent shall cause such Tax Return to be filed. If Parent does not prepare and submit such Tax Return within period ended on the period set forth herein, Shareholder may prepare and file (or cause to be prepared and filed) such Tax Return in a manner consistent with prior practices for the Company or any Company Subsidiary, as the case may beClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (a) Parent shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns for the Company and any Company Subsidiary for Tax periods beginning before and ending after the Closing Date in a manner consistent with prior practices for the Company and any Company Subsidiary, except for changes necessary to comply with changes in, or application of, Tax law. Notwithstanding preparation of such Tax Returns, Shareholder shall be solely responsible its Subsidiaries for any Taxes incurred before Straddle Period (the Closing Date in excess “Straddle Period Returns”). Buyer will provide the Representative with copies of any Taxes properly accrued on the books of the Company and any Company Subsidiary as of the Closing Date, excluding penalties solely attributable Straddle Period Returns at least thirty (30) days prior to the negligence of or the late filing of such Tax Returns by Parent or the Company or any Company Subsidiary after the Closing Date and net of any Tax overaccruals. (b) For purposes of this Section 8.2, the portion of Taxes incurred before the Closing Date shall be allocated (i) based on an interim closing of the books as of the Closing Date with respect to Taxes determined on the basis of income and (ii) on a per diem basis with respect to all other Taxes. (c) Parent shall submit all Tax Returns to Shareholder a reasonable number of days before the due date thereof (including giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that have been properly filed and copied relate to the other) to allow for reasonable review portion of such Tax period ending on the Closing Date (the “Pre-Closing Taxes”). If the Representative agrees with the Straddle Period Returns and comment. Shareholder shall have Straddle Statement, the Representative shall, without duplication of any right to review and comment and consent recovery herein, pay to Buyer, not later than five (5) Business Days before the form and substance due date for the payment of any such Tax Return prepared by Parent (which consent may not be unreasonably withheld). Upon agreement Taxes with respect to such Straddle Period Returns, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not reflected as a liability for purposes of calculating Working Capital on the final Closing Statement or as a Transaction Expenses Amount. If, within ten (10) days after the receipt of the Straddle Period Returns and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Returns and substance Straddle Statement, then Buyer and the Representative shall attempt to resolve their disagreement within five (5) days following the Representative’s notification of Buyer of such disagreement. If Buyer and the Representative are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement within fifteen (15) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by the Representative and half by Buyer. For purposes of this Section, in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax Return, Parent shall cause that relates to the portion of such Tax Return period ending on the Closing Date (i.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be filed. If Parent does not prepare and submit deemed to equal the amount of such Tax Return within the period set forth herein, Shareholder may prepare and file (or cause to be prepared and filed) such Tax Return in a manner consistent with prior practices for the Company or any Company Subsidiaryentire 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, as and (b) in the case may beof any Tax based upon or related to income or receipts, be deemed to equal the amount that would be payable if the relevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (a) Parent The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns for of the Company and any Company Subsidiary the Subsidiaries for Tax periods beginning which begin before the Closing Date and ending end after the Closing Date in a manner consistent with prior practices for the Company and any Company Subsidiary, except for changes necessary to comply with changes in, or application of, (“Straddle Tax lawPeriod Tax Returns”). Notwithstanding preparation of Purchaser will submit such Tax ReturnsReturns to the Seller for review and approval at least 30 days prior to the filing date (after giving effect to any valid extensions); provided, Shareholder shall be solely responsible however, that if the time period for filing any Taxes incurred before such Tax Return is less than 30 days after the Closing Date in excess of any Taxes properly accrued on the books end of the Company relevant taxable period, including valid extensions (a "Short-Period Straddle Return"), the Purchaser shall submit such Tax Return to Seller within a time period that provides Seller with a reasonable period of time to review and any Company Subsidiary as of the Closing Date, excluding penalties solely attributable to the negligence of or the late filing comment on such Tax Return. Within 15 days after receipt of such Tax Returns by Parent or the Company or any Company Subsidiary after the Closing Date and net of any Tax overaccruals. (b) For purposes of this Section 8.2or, the portion of Taxes incurred before the Closing Date shall be allocated (i) based on an interim closing of the books as of the Closing Date with respect to Taxes determined on any Short-Period Straddle Return, within a reasonable time period after Seller's receipt of such Tax Return, taking into account the basis due date of income and (ii) on a per diem basis such Short-Period Straddle Return), the Seller will give written notice to Purchaser of any dispute with respect to all other Taxes. (c) Parent shall submit all such Tax Returns Returns. Purchaser and the Seller will promptly attempt to Shareholder a reasonable number resolve any disputes with respect to such Tax Returns; provided, that if they are unable to do so within 5 days after delivery of notice of the dispute, such disputed items will be resolved by the Accounting Referee. Seller will pay to Purchaser on or before the date which is the later of 10 days before the due date thereof (including any extensions that have been properly filed and copied to the other) to allow for reasonable review and comment. Shareholder shall have the right to review and comment and consent to the form and substance of any such Tax Return prepared by Parent (which consent may not be unreasonably withheld). Upon agreement with respect to the form and substance of such Tax ReturnReturns (after giving effect to any valid extensions), Parent shall cause or five days after the final resolution of any dispute, the amount of Taxes as set forth on such Tax Return Returns attributable to be filed. If Parent does not prepare and submit such the Pre-Closing Tax Return within the period set forth herein, Shareholder may prepare and file (or cause to be prepared and filed) such Tax Return in a manner consistent with prior practices for the Company or any Company Subsidiary, as the case may bePeriod.

Tax Periods Beginning Before and Ending After the Closing Date. (a) Parent Buyer shall prepare timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns for the Company and its Subsidiaries for Straddle Periods (the “Straddle Period Returns”). Buyer shall provide Seller with copies of any Company Subsidiary for Straddle Period Returns at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto), in the case of Income Tax periods beginning before Returns, and as soon as practicable in the case of all other Tax Returns, accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relate to the portion of such Tax period ending after on the Closing Date in a manner consistent (the “Pre-Closing Taxes”). If Seller agrees with prior practices the Straddle Period Return and Straddle Statement, Seller shall pay to Buyer, not later than five (5) Business Days before the due date for the Company payment of Taxes with respect to such Straddle Period Return, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not reflected as a liability for purposes of calculating Working Capital or included in the Debt Amount or Mxxxxx Sxxxxxx Obligations set forth on the Closing Statement. If, within twenty (20) days after the receipt of the Straddle Period Return and any Company SubsidiaryStraddle Statement, except for changes necessary to comply with changes in, or application of, Tax law. Notwithstanding Seller (i) notifies Buyer that it disputes the manner of preparation of the Straddle Period Return or the Pre-Closing Taxes calculated in the Straddle Statement and (ii) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Return and Straddle Statement, then Buyer and Seller shall attempt to resolve their disagreement within five (5) days following Seller’s notification of Buyer of such Tax Returnsdisagreement. If Buyer and Seller are not able to resolve their disagreement, Shareholder the dispute shall be solely responsible for any Taxes incurred before submitted to the Closing Date in excess Accountants. The Accountants shall resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of any Taxes properly accrued the Accountants shall be binding on the books Parties. The cost of the Company and any Company Subsidiary as services of the Closing DateAccountants shall be borne by the Party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, excluding penalties solely attributable to the negligence of or the late filing of then such Tax Returns cost will be borne half by Parent or the Company or any Company Subsidiary after the Closing Date Seller and net of any Tax overaccruals. (b) half by Buyer. For purposes of this Section 8.28.3, 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 Taxes incurred before such Tax that relates to the portion of such Tax period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales or payroll be allocated (i) based deemed to equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on an interim closing of the books as of the Closing Date with respect to Taxes determined on and the basis denominator of income and (ii) on a per diem basis with respect to all other Taxes. (c) Parent shall submit all Tax Returns to Shareholder a reasonable which is the number of days before in the due date thereof entire Tax period, and (including b) in the case of any extensions Tax based upon or related to income, receipts, sales or payroll, be deemed to equal the amount that have been properly filed and copied would be payable if the relevant Tax period ended on the Closing Date. Notwithstanding the foregoing, or any provision hereof to the other) to allow for reasonable review contrary, the Parties acknowledge and comment. Shareholder shall have the right to review and comment and consent agree that, to the form maximum extent permitted by applicable Law, all Tax deductions attributable to payment of the Transaction Expenses (“Transaction Expense Deductions”), whether paid prior to, at, or subsequent to Closing, shall be allocated to and substance of any such Tax Return prepared by Parent (which consent may not be unreasonably withheld). Upon agreement with respect to the form and substance of such Tax Return, Parent shall cause such Tax Return to be filed. If Parent does not prepare and submit such Tax Return within the period set forth herein, Shareholder may prepare and file (or cause to be prepared and filed) such Tax Return reported in a manner consistent with prior practices for the Company or any Company Subsidiary, as the case may bePre-Closing Tax Period.