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

Tax Periods Beginning Before and Ending After the Effective Date. B2B shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Diagnostics and its Subsidiaries for Tax periods which begin before the Effective Date and end after the Effective Date. IVAX shall pay to B2B 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 Effective Date to the extent the amount of Taxes payable by Diagnostics or its Subsidiaries under Sections 10.1, ------------- 10.2 or 10.3 in the aggregate exceed reserves established for unpaid Taxes on ---- ---- the Diagnostics Effective Date Balance Sheet. For purposes of this Section 10.3, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Effective Date shall (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Effective Date and the denominator of which is the number of days in the entire Taxable period, and (b) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Effective Date and based on a closing of the books of Diagnostics and its Subsidiaries. Any credits relating to a Taxable period that begins before and ends after the Effective Date shall be taken into account as though the relevant Taxable period ended on the Effective Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Diagnostics and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Effective Date. B2B (i) ICF shall prepare or cause to be prepared and file or cause to be filed filed, on a basis reasonably consistent with past practice, any Tax Returns of Diagnostics Caliber and its the Acquired Subsidiaries for Tax periods which that begin before the Effective Date and end after the Effective DateDate (“Straddle Periods”). IVAX ICF shall pay permit the Shareholder’s Representative to B2B within 15 review and comment on each such Tax Return described in the preceding sentence at least fifteen (15) Business Days prior to the due date thereof, and ICF shall make all changes reasonably requested by the Shareholder’s Representative in good faith (unless ICF is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to have a material adverse effect on ICF or any of its Affiliates). Within fifteen (15) days after the date on which ICF pays any Taxes are paid of Caliber and the Acquired Subsidiaries with respect to such periods an amount equal any Straddle Period, the Shareholder shall, to the portion extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets, pay to ICF the amount of such Taxes which that relates to the portion of such Taxable period Straddle Period ending on the Effective Date (the “Pre-Closing Tax Period”). In the event that the Shareholder for any reason fails to make the extent the amount of Taxes payable by Diagnostics or its Subsidiaries under Sections 10.1, ------------- 10.2 or 10.3 payment contemplated in the aggregate exceed reserves established previous sentence, then ICF may bring an indemnification claim under Article IX and the Shareholder and the Founders shall be jointly and severally liable for unpaid Taxes on ---- ---- the Diagnostics Effective Date Balance Sheet. that payment. (ii) For purposes of this Section 10.3Agreement: (1) In the case of any gross receipts, in income, or similar Taxes that are payable with respect to a Straddle Period, the portion of such Taxes allocable to (A) the Pre-Closing Tax Period and (B) the portion of the Straddle Period beginning on the day next succeeding the Effective Date (the “Post-Closing Tax Period”) shall be determined on the basis of a deemed closing at the end of the Effective Date of the books and records of Caliber. (2) In the case of any Taxes (other than gross receipts, income, or similar Taxes) that are imposed on payable with respect to a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective DateStraddle Period, the portion of such Tax which relates Taxes allocable to the portion of such Taxable period ending on the Straddle Period prior to the Effective Date shall (a) in be equal to the case product of any all such Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on Straddle Period from the commencement of the Straddle Period through and including the Effective Date and the denominator of which is the number of days in the entire Taxable periodStraddle Period; provided, however, that appropriate adjustments shall be made to reflect specific events that can be identified and (b) in the case of any Tax based upon specifically allocated as occurring on or related prior to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Effective Date and based on a closing of (in which case the books of Diagnostics and its Subsidiaries. Any credits relating to a Taxable period that begins before and ends Shareholder shall be responsible for any Taxes related thereto) or occurring after the Effective Date (in which case, ICF shall be taken into account as though responsible for any Taxes related thereto). (iii) ICF shall be responsible for (1) any and all Taxes with respect to the relevant Taxable period ended Pre-Closing Tax Period of each Straddle Period to the extent such Taxes have been accrued or otherwise reserved for on the Effective Date. All determinations necessary to give effect Closing Balance Sheet and (2) any Taxes with respect to the foregoing allocations shall be made in a manner consistent with prior practice Post-Closing Tax Period of Diagnostics and its Subsidiarieseach Straddle Period.

Tax Periods Beginning Before and Ending After the Effective Date. B2B The Transferee shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Diagnostics the Targets and its their Subsidiaries for Tax periods which begin before the Effective Date and end after the Effective Date. IVAX The Transferors shall pay to B2B the Transferee within 15 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 Effective Date to the extent the amount of such Taxes payable by Diagnostics or its Subsidiaries under Sections 10.1, ------------- 10.2 or 10.3 are not reflected in the aggregate exceed reserves reserve for Tax Liability (rather than any reserve for deferred Taxes established for unpaid Taxes to reflect timing differences between book and Tax income) shown on ---- ---- the Diagnostics face of the last balance sheet of their respective Targets prepared prior to the Effective Date Balance SheetDate. For purposes of this Section 10.3Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Effective Date shall (ax) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Effective Date and the denominator of which is the number of days in the entire Taxable period, and (by) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Effective Date and based on a closing of the books of Diagnostics and its SubsidiariesDate. Any credits relating to a Taxable period that begins before and ends after the Effective Date shall be taken into account as though the relevant Taxable period ended on the Effective Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Diagnostics the Targets and its their Subsidiaries.

Tax Periods Beginning Before and Ending After the Effective Date. B2B (i) ICF shall prepare or cause to be prepared and file or cause to be filed filed, on a basis reasonably consistent with past practice, any Tax Returns of Diagnostics Synergy and its the Acquired Subsidiaries for Tax periods which that begin before the Effective Date and end after the Effective DateDate (“Straddle Periods”). IVAX ICF shall pay permit the Shareholders’ Representative to B2B within 15 review and comment on each such Tax Return described in the preceding sentence prior to filing, and ICF shall make all changes reasonably requested by Synergy in good faith (unless ICF is advised in writing by its independent outside accountants or attorneys that such changes (i) are contrary to applicable Law, or (ii) will, or are likely to have a material adverse effect on ICF or any of its Affiliates). Within fifteen (15) days after the date on which ICF pays any Taxes are paid of Synergy and the Acquired Subsidiaries with respect to such periods an amount equal any Straddle Period, the Shareholders shall, to the portion extent such Taxes have not been accrued or otherwise reserved for on the Closing Financial Statements, pay to ICF the amount of such Taxes which that relates to the portion of such Taxable period Straddle Period ending on the Effective Date to (the extent the amount of Taxes payable by Diagnostics or its Subsidiaries under Sections 10.1, ------------- 10.2 or 10.3 in the aggregate exceed reserves established for unpaid Taxes on ---- ---- the Diagnostics Effective Date Balance Sheet. “Pre-Closing Tax Period”). (ii) For purposes of this Section 10.3Agreement: (1) In the case of any gross receipts Taxes that are payable with respect to a Straddle Period, in the portion of such Taxes allocable to the portion of the Straddle Period prior to the Effective Date shall be determined on the basis of a deemed closing at the end of Effective Date of the books and records of Synergy. (2) In the case of any Taxes (other than gross receipts Taxes) that are imposed on payable with respect to a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective DateStraddle Period, the portion of such Tax which relates Taxes allocable to the portion of such Taxable period ending on the Straddle Period prior to the Effective Date shall (a) in be equal to the case product of any all such Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on Straddle Period from the commencement of the Straddle Period through and including the Effective Date and the denominator of which is the number of days in the entire Taxable periodStraddle Period; provided, however, that appropriate adjustments shall be made to reflect specific events that can be identified and (b) in the case of any Tax based upon specifically allocated as occurring on or related prior to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Effective Date and based on a closing of (in which case the books of Diagnostics and its Subsidiaries. Any credits relating to a Taxable period that begins before and ends Shareholders shall be responsible for any Taxes related thereto) or occurring after the Effective Date (in which case, ICF shall be taken into account as though the relevant Taxable period ended on the Effective Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of Diagnostics and its Subsidiariesresponsible for any Taxes related thereto).