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. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of SkateNation and its Subsidiaries for Tax Periods if such begin before the Effective Date and end after the Effective Date. The Seller shall pay to the Buyer within twenty (20) days after the date on which Buyer and Family Golf notify Seller of any Taxes paid (and provide proof of payment) 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 such Taxes were not paid previously by Seller. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective Date, the portion of such Taxes which relates to the portion of such Taxable period ending on the Effective Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Effective Date and the denominator of which is the number of days in the entire Taxable period and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Effective Date (in such latter case, any net operating loss carryovers, tax credit carryovers, and similar tax attribute carryovers from a Tax period ending before the Effective Date to a Tax period which begins before the Effective Date and ends after the Effective Date shall be applied first to the period through the Effective Date).

Tax Periods Beginning Before and Ending After the Effective Date. The Buyer Transferee shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of SkateNation the Targets and its their Subsidiaries for Tax Periods if such periods which begin before the Effective Date and end after the Effective Date. The Seller Transferors shall pay to the Buyer Transferee within twenty fifteen (2015) days after the date on which Buyer and Family Golf notify Seller of any Taxes are paid (and provide proof of payment) 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 such Taxes were are not paid previously by Sellerreflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the last balance sheet of their respective Targets prepared prior to the Effective Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective Date, the portion of such Taxes Tax which relates to the portion of such Taxable period ending on the Effective Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Effective Date and the denominator of which is the number of days in the entire Taxable period period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Effective Date (in such latter case, any net operating loss carryovers, tax credit carryovers, and similar tax attribute carryovers from a Tax period ending before the Effective Date Date. Any credits relating to a Tax Taxable period which that begins before the Effective Date and ends after the Effective Date shall be applied first to taken into account as though the relevant Taxable period through 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 the Targets and their Subsidiaries.

Tax Periods Beginning Before and Ending After the Effective Date. The Buyer B2B shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of SkateNation Diagnostics and its Subsidiaries for Tax Periods if such periods which begin before the Effective Date and end after the Effective Date. The Seller IVAX shall pay to the Buyer B2B within twenty (20) 15 days after the date on which Buyer and Family Golf notify Seller of any Taxes are paid (and provide proof of payment) 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 such the amount of Taxes were not paid previously payable by SellerDiagnostics 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 SectionSection 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 Taxes Tax which relates to the portion of such Taxable period ending on the Effective Date shall (xa) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable period multiplied by a fraction the numerator of which is the number of days in the Taxable period ending on the Effective Date and the denominator of which is the number of days in the entire Taxable period period, and (yb) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Effective Date (in such latter case, any net operating loss carryovers, tax credit carryovers, and similar tax attribute carryovers from based on a Tax period ending before closing of the Effective Date books of Diagnostics and its Subsidiaries. Any credits relating to a Tax Taxable period which that begins before the Effective Date and ends after the Effective Date shall be applied first to taken into account as though the relevant Taxable period through 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. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of SkateNation and its Subsidiaries the Seller for Tax Periods if such periods which begin before the Effective Date and end after the Effective DateDate (the “Straddle Tax Returns”). The Buyer shall permit Seller shall pay 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 Buyer within twenty (20) days after the date on which Buyer and Family Golf notify Seller of extent attributable to any Taxes paid (and provide proof of payment) with respect to such periods an amount equal to the period or portion of such Taxes which relates to the portion of such Taxable a period ending on or before the Effective Date Date, shall be referred to herein as “Pre-Closing Taxes.” If the extent Pre-Closing Taxes involve a period which begins before and ends after the Effective Date, such Pre-Closing Taxes were not paid previously by Seller. For purposes shall be calculated as though the taxable year of this Sectionthe Seller terminated as of the close of business on the Effective Date; provided however, that in the case of any Taxes that are imposed a Tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective Dateincome, the portion of such Taxes which relates to the portion of such Taxable period ending on the Effective Date shall (x) 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 Taxable taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Taxable beginning of the taxable period ending on through the Effective Date and the denominator of which is shall be the number of days in the entire Taxable period and (y) in the case of any Tax based upon or related taxable period. All determinations necessary to income or receipts be deemed equal give effect to the amount which would be payable if the relevant Taxable period ended on the Effective Date (in such latter case, any net operating loss carryovers, tax credit carryovers, and similar tax attribute carryovers from a Tax period ending before the Effective Date to a Tax period which begins before the Effective Date and ends after the Effective Date foregoing allocations shall be applied first to made in a manner consistent with prior practice of the period through the Effective Date)Company.

Tax Periods Beginning Before and Ending After the Effective Date. The Buyer GSI shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of SkateNation and its Subsidiaries the Acquired Companies for Tax Periods if such periods which begin before the Effective Date and end after the Effective DateDate (“Straddle Tax Periods”). The Seller Principal Stakeholders shall pay to (or as directed by) the Buyer within twenty (20) days after the date on which Buyer and Family Golf notify Seller of any Taxes paid (and provide proof of payment) with respect to such periods Acquired Companies an amount equal to the portion of such Taxes which relates to the portion of such Taxable period Straddle Tax Period ending on the Effective Date to the extent such Taxes were (i) have not already been paid previously by Sellerthe Acquired Companies prior to the Effective Date or (ii) have not been accrued for on the books and records of the Acquired Companies as of the Effective Date. Any such payment for Taxes for any Straddle Tax Period shall be made by the Principal Stakeholders to the Acquired Companies within ten days after the date when GSI notifies the Principal Stakeholders of an amount of such Taxes that is payable to the relevant Taxing Authority. For purposes of this SectionSection 11.3.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective DateStraddle Tax Period, the portion of such Taxes Tax which relates to the portion of such Taxable Tax period ending on the Effective Date shall (x) in the case of any Taxes Tax other than Taxes based upon or related to sales, income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Effective Date and the denominator of which is the number of days in the entire Taxable period and (y) in Tax period. In the case of any Tax based upon Taxes imposed by sales, income, receipts or related to income or receipts similar measures, such Taxes shall be deemed equal to the amount which would be payable if the taxable year ended on the Closing Date (based on an interim closing of the books method). Any credits relating to a Straddle Tax Period shall be taken into account as though the relevant Taxable Tax period ended on the Effective Date (in such latter case, any net operating loss carryovers, tax credit carryovers, and similar tax attribute carryovers from a Tax period ending before the Effective Date to a Tax period which begins before the Effective Date and ends after the Effective Date shall be applied first to the period through the Effective Date).

Tax Periods Beginning Before and Ending After the Effective Date. The Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of any of SkateNation and its Subsidiaries the Company for Tax Periods if such periods that begin before the Effective Date and end after the Effective Date. The To the extent such Taxes are not fully reserved for in the Company’s financial statements, Seller shall pay to the Buyer within twenty (20) days after the date on which Buyer and Family Golf notify Seller of any Taxes paid (and provide proof of payment) with respect to such periods Purchaser an amount equal to the unreserved portion of such Taxes which that relates to the portion of such Taxable the Tax period ending on the Effective Date to the extent Date. Such payment, if any, shall be paid by Seller within thirty (30) days after receipt of written notice from Purchaser that such Taxes were not paid previously by SellerPurchaser for a period beginning prior to the Effective Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Effective Date, the portion of such Taxes which Tax that relates to the portion of such Taxable Tax period ending on the Effective Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Taxable Tax period multiplied by a fraction the numerator of which is the number of days in the Taxable Tax period ending on the Effective Date and the denominator of which is the number of days in the entire Taxable Tax period (the “Pro Rata Amount”), and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which that would be payable if the relevant Taxable Tax period ended on the Effective Date (Date. Seller shall pay to Purchaser with the payment of any taxes due hereunder, Seller’ Pro Rata Amount of the costs and expenses incurred by Purchaser in such latter case, any the preparation and filing of the Tax Returns. Any net operating loss carryovers, tax credit carryovers, and similar tax attribute carryovers from a Tax period ending before the Effective Date losses or credits relating to a Tax period which that begins before the Effective Date and ends after the Effective Date shall be applied first to taken into account as though the relevant Tax period through 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 the Company.