Common use of Tax Periods Ending on or Before the Closing Date Clause in Contracts

Tax Periods Ending on or Before the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date other than Income Tax Returns. The Buyer shall provide the Seller Entities with a draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing such Tax Returns. At least fifteen (15) days prior to the due date for the filing of such Tax Returns, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the contrary, the Seller Entities shall reimburse the Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Buyer or the Company of such Taxes to the extent such Taxes are not reserved on the Closing Date Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Buyer Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date other than Income as the last day of the taxable period. All such Tax Returns. The Buyer Returns for the Company shall provide be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Seller Entities with determines that a draft of Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing and shall make such revisions to such Tax Returns. At least fifteen (15) days prior to Returns as are reasonably requested by the due date Purchaser; provided, however, that for the filing avoidance of such doubt, any Tax ReturnsReturns which are required to be filed with respect to Company on a consolidated, unitary or other combined basis with the Seller Entities or the appropriate parent shall notify the Buyer of the existence of any reasonable objection the not be delivered to Purchaser and subject to review and comment. The Seller Entities may have to any items set forth on such draft Tax Returns. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices pay all Taxes of the Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to tax periods ending on or before the contraryClosing Date, the Seller Entities or shall reimburse the Buyer Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Buyer or the Company of such Taxes Taxes, except to the extent that such Taxes are not reserved on included in the calculation of Closing Date Balance SheetWorking Capital in which case Purchaser shall pay such Tax amount.

Tax Periods Ending on or Before the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company other than Income Tax Returns for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date other than Income Tax ReturnsDate. The Buyer shall provide the Seller Entities with a draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing such Tax ReturnsReturn. At least fifteen (15) days prior to the due date for the filing of such Tax ReturnsReturn, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax ReturnsReturn. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the contrary, the The Seller Entities shall reimburse the Buyer for pay such Taxes of the Company with respect to such periods within fifteen (15) days after payment demand by the Buyer or the Company of such Taxes to the extent such Taxes are not reserved on the Closing Date Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for the Company for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date other than Income Tax ReturnsDate. The Buyer shall provide permit the Seller Entities with a draft of Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence at least prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative to the extent that any requested changes to the Tax Returns are consistent with the past practice of the Company or have substantial authority within the meaning of Section 6662 of the Code. The Stockholder Representative shall have not more than thirty (30) days following its receipt of a draft Income Tax Return for the taxable year ending on the Closing Date to review and make comments thereon. The Stockholder Representative shall have the right to approve, in its sole discretion, the filing of any amended return for any Tax period ending on or prior to the due date Closing Date for filing such Tax Returnswhich the Company does not have a legal obligation to file. At least fifteen (15) days prior to the due date for the filing Notwithstanding Section 7.01 of such Tax Returnsthis Agreement, the Seller Entities Stockholders shall notify the Buyer have no indemnification obligation for any Tax Return filed in violation of the existence of any reasonable objection the Seller Entities may have preceding sentence. The Stockholders shall advance funds to any items set forth on such draft Tax Returns. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the contrary, the Seller Entities shall reimburse the Buyer for Taxes of the Company Company, if any, with respect to such periods periods, to the extent that such Taxes were not paid on or before the Closing Date, within fifteen (15) days after payment notice by the Buyer or the Company stating the amount of such Taxes to and the extent date on which such Taxes are not reserved on the Closing Date Balance Sheetdue; PROVIDED HOWEVER that no Stockholder shall be required to pay more than his, her or its Allocable Percentage of such Taxes.

Tax Periods Ending on or Before the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company other than Income Tax Returns for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date other than Income Tax ReturnsDate. The Buyer shall provide the Seller Entities with a draft of each 32 such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing such Tax ReturnsReturn. At least fifteen (15) days prior to the due date for the filing of such Tax ReturnsReturn, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax ReturnsReturn. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the contrary, the The Seller Entities shall reimburse the Buyer for pay such Taxes of the Company with respect to such periods within fifteen (15) days after payment demand by the Buyer or the Company of such Taxes to the extent such Taxes are not reserved on the Closing Date Balance Sheet.. (c)

Tax Periods Ending on or Before the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company other than Income Tax Returns for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date other than Income Tax ReturnsDate. The Buyer shall provide the Seller Entities with a draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing such Tax ReturnsReturn. At least fifteen (15) days prior to the due date for the filing of such Tax ReturnsReturn, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax ReturnsReturn. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the contrary, the The Seller Entities shall reimburse the Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Buyer or the Company of such Taxes to the extent such Taxes are not reserved on the Closing Date Preliminary Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the each Company other than Income Tax Returns for all periods ending on or prior to the Closing Date which are required to be filed after the Closing Date other than Income Tax ReturnsDate. The Buyer shall provide the Seller Entities with a draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing such Tax ReturnsReturn. At least fifteen (15) days prior to the due date for the filing of such Tax ReturnsReturn, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax ReturnsReturn. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the applicable Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the contrary, the The Seller Entities shall reimburse the Buyer for Taxes of the each Company with respect to such periods within fifteen (15) days after payment by the Buyer or the such Company of such Taxes to the extent such Taxes are not reserved on the Closing Date Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Buyer Sellers, at their own cost and expense, shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for of the Company for all taxable periods ending on or before the Closing Date which have not been filed prior to the Closing Date which are required Date. Such Tax Returns shall be prepared consistent with past practice, to be filed after the Closing Date other than Income Tax Returnsextent such past practice is in accordance with applicable Laws. The Sellers shall permit the Buyer shall provide the Seller Entities with a draft of to review and comment on each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing such Tax Returns. At least fifteen (15) days prior to filing, shall take into consideration such comments in good faith, shall make such revisions as are reasonably requested by the due date for the filing of Buyer and all such Tax Returns, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections Returns shall be resolved by treating items on subject to Buyer’s approval (such returns in a manner consistent with the past practices of the Company with respect approval not to such items unless otherwise required by lawbe unreasonably withheld, delayed or conditioned). Notwithstanding any other provision in this Agreement to the contrary, the Seller Entities The Sellers shall reimburse the Buyer be responsible for all Taxes of the Company with respect for all taxable periods ending on or before the Closing Date to the extent such periods within Taxes have not already been paid (including payments made by the Company or the Sellers prior to the Closing), except to the extent reflected in Final Net Working Capital as finally determined pursuant to Section 2.3. Notwithstanding the foregoing, the Sellers shall be permitted, at their own expense, to amend the Company’s federal income Tax Return for the 2012 fiscal year solely to enable the Company to report available research and development tax credits provided for under Section 41 of the Code and, in furtherance of the foregoing, the Buyer shall reasonably cooperate (at Seller’s expense) as necessary for the Sellers’ preparation and filing of such amended Tax Return, which cooperation shall include, without limitation, the signing of such amended Tax Return. Sellers shall provide a copy of such Tax Returns to Buyer at least fifteen (15) days after payment by the Buyer or the Company prior to filing and such amended Tax Returns shall not reflect a position that does not have at least a more likely than not probability of such Taxes to the extent such Taxes are not reserved on the Closing Date Balance Sheetsuccess.

Tax Periods Ending on or Before the Closing Date. The Buyer shall ------------------------------------------------ prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Acquired Companies for all taxable years or taxable periods ending on or prior to the Closing Date ("Pre-Closing Periods") which are required to be filed after the Closing Date other than Income Tax ReturnsDate. The Buyer shall provide permit the Seller Entities with a draft of Sellers' Representative to review and comment on each such Tax Return described in the preceding sentence at least thirty (30) days prior to filing, by providing a draft of each such Tax Return to the due Sellers' Representative not less than fifteen days before the date for filing on which such Tax Return is required to be filed, and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers' Representative. Buyer and Sellers' Representative shall attempt in good faith to resolve any issues arising out of the review of such Tax Returns. At least fifteen (15) days In no event, however, shall Sellers be required to pay any Taxes with respect to items of income or gain arising with respect to the Acquired Companies after the Closing, including, without limitation, with respect to any election under IRC Section 338 made by Buyer with respect to the Contemplated Transactions. Any income tax expense recognized by an Acquired Company by reason of the exercise, redemption or cancellation of the Options or the Warrants shall be treated as an item of expense arising prior to the due date for the filing of such Tax Returns, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the contrary, the Seller Entities shall reimburse the Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Buyer or the Company of such Taxes to the extent such Taxes are not reserved on the Closing Date Balance SheetClosing.