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

Taxable Periods Beginning Before and Ending After the Closing Date. Parent shall prepare and cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods beginning before the Closing Date and ending after the Closing Date. Such Tax Returns shall be prepared, subject to the requirements of applicable Law, in accordance with the past practice of the Company and shall be subject to the Sellers’ Representative’s approval (which approval shall not be unreasonably withheld or delayed) and shall be delivered to the Sellers’ Representative at least seventy five (75) days prior to the due date in the case of income Tax Returns, and at least thirty (30) days prior to the due date (or if, as of the Closing Date, less than thirty (30) days remain before filing is due, one third ( 1⁄3) of the days remaining between the Closing Date and the filing due date) in the case of other Tax Returns, for review and approval. Within ten (10) Business Days following the delivery of such Tax Return to the Sellers’ Representative, the Sellers’ Representative shall notify Parent of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return shall be deemed to be accepted by the Sellers’ Representative. If the Sellers’ Representative notifies Parent in writing of any objection regarding such Tax Return within the time periods set forth in this Section 6.3(b), Parent and the Sellers’ Representative shall cooperate in good faith to resolve such dispute as promptly as possible. If Parent and the Sellers’ Representative are unable to resolve the dispute within ten (10) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its selection, deliver to Parent and the Sellers’ Representative a written report setting forth its determination as to such disputed items (and only such disputed items), and its determinations will be conclusive and binding upon the parties thereto for the purposes hereof. The fees and disbursements of the Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the Sellers), on the one hand, and Parent, on the other hand.

Taxable Periods Beginning Before and Ending After the Closing Date. Parent (i) The applicable Seller shall prepare and or cause to be prepared and file or cause to be filed all any Tax Returns for the Company or with respect to each IPC Entity that are required to be filed for all periods beginning Taxable Periods which begin before the Closing Date and ending end after the Closing Date. Such Tax Returns shall be prepared, subject prepared in a manner consistent with prior practice except to the requirements of extent required by applicable Law, in accordance with the past practice of the Company and law. Seller shall be subject provide to the Sellers’ Representative’s approval Buyer copies of all such Returns at least twenty (20) calendar days before such Returns are required to be filed, taking into account all extensions, for the Buyer's approval, which approval shall not be unreasonably withheld or delayedwithheld. The Buyer shall notify the applicable Seller of any proposed revisions that relate to the Post-Closing Portion (as defined below) of such Returns within fifteen (15) calendar days after receipt of such Returns from the applicable Seller. Buyer and the applicable Seller agree to attempt to resolve in good faith any dispute concerning the reporting of any item on such Return. In the event Buyer and the applicable Seller are unable to resolve such dispute, such Seller shall determine the final form of such Return without prejudice to such Buyer's right to dispute the amount of the Post-Closing Portion of such Tax, and Buyer and the applicable Seller shall select an independent public accounting firm to determine such amount, and agree that the decision of such firm shall be delivered binding and conclusive on both Buyer and the applicable Seller. If Buyer does not dispute the amount of the Post-Closing Portion of any Tax, based on the amount shown to be due on any Tax Return prepared pursuant to this paragraph (A), it shall pay that amount. If Buyer does dispute the amount of the Post-Closing Portion of any Tax, and such dispute is not resolved prior to the Sellers’ Representative at least seventy five time that the Tax is required to be paid, Buyer shall pay the undisputed portion of such Tax to the applicable Seller. In either case, such amount shall be paid by Buyer to the applicable Seller no later than three (753) calendar days prior to the due date on which Taxes are required to be paid with respect to such periods. In the event that any dispute regarding the Post-Closing Portion of such Taxes is resolved following the date on which Taxes are paid with respect to such period, and Buyer's liability, as so determined, exceeds the amount previously paid by Buyer hereunder, Buyer shall make an additional payment equal to such excess, together with interest thereon at the Applicable Rate. (ii) For purposes of this Section 11.1, in the case of income Tax Returns, and at least thirty any Taxes for a Taxable Period that includes (30but does not end on) days prior to the due date (or if, as of the Closing Date, less than thirty (30) days remain before filing is due, one third ( 1⁄3) the portion of such Tax that relates to the days remaining between portion of such Taxable Period beginning on the day after the Closing Date and (the filing due date"Post-Closing Portion") in the case of other Tax Returns, for review and approval. Within ten (10) Business Days following the delivery of such Tax Return to the Sellers’ Representative, the Sellers’ Representative shall notify Parent of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return shall be deemed to be accepted by the Sellers’ Representative. If the Sellers’ Representative notifies Parent determined as prescribed in writing of any objection regarding such Tax Return within the time periods set forth in this Section 6.3(b9.4(c), Parent and the Sellers’ Representative shall cooperate in good faith to resolve such dispute as promptly as possible. If Parent and the Sellers’ Representative are unable to resolve the dispute within ten (10) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its selection, deliver to Parent and the Sellers’ Representative a written report setting forth its determination as to such disputed items (and only such disputed items), and its determinations will be conclusive and binding upon the parties thereto for the purposes hereof. The fees and disbursements of the Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the Sellers), on the one hand, and Parent, on the other hand.

Taxable Periods Beginning Before and Ending After the Closing Date. Parent (A) Buyer shall prepare and or cause to be prepared and file or cause to be filed all any Tax Returns of the Stock Group that are required to be filed for the Company for all periods beginning Taxable Periods which begin before the Closing Date and ending end after the Closing Date. Such Tax Buyer shall provide to Seller copies of all such Returns shall at least twenty (20) calendar days before such Returns are required to be preparedfiled, subject to the requirements of applicable Lawtaking into account all extensions, in accordance with the past practice of the Company and shall be subject to the Sellers’ Representative’s approval (for Seller's approval, which approval shall not be unreasonably withheld or delayedwithheld. Seller shall notify Buyer of any proposed revisions that relate to the Pre-Closing Portion (as defined below) of such Returns within fifteen (15) calendar days after receipt of such Returns from Buyer. Buyer and Seller agree to attempt to resolve in good faith any dispute concerning the reporting of any item on such Return. In the event Buyer and Seller are unable to resolve such dispute, Buyer shall determine the final form of such Return without prejudice to Seller's right to dispute the amount of the Pre-Closing Portion of such Tax, and Buyer and Seller shall select an independent public accounting firm to determine such amount, and agree that the decision of such firm shall be delivered binding and conclusive on both Buyer and Seller. If Seller does not dispute the amount of the Pre-Closing Portion of any Tax, based on the amount shown to be due on any Tax Return prepared pursuant to this paragraph (A), it shall pay that amount. If Seller does dispute the Sellers’ Representative at least seventy five (75) days amount of the Pre-Closing Portion of any Tax, and such dispute is not resolved prior to the due time that the Tax is required to be paid, Seller shall pay the undisputed portion of such Tax to the Buyer. In either case, such amount shall be paid by Seller to Buyer within fifteen (15) calendar days after the date on which Taxes are paid with respect to such periods. In the event that any dispute regarding the Pre-Closing Portion of such Taxes is resolved following the date on which Taxes are paid with respect to such period, and Seller's liability, as so determined, exceeds the amount previously paid by Seller hereunder, Seller shall make an additional payment equal to such excess, together with interest thereon at the Applicable Rate. Notwithstanding the foregoing, any payment by Seller pursuant to this paragraph 9.12(c)(ii)(A) shall be required only to the extent provided in Section 9.12(a)(ii). (B) For purposes of this Section 9.12, in the case of income Tax Returns, and at least thirty any Taxes for a Taxable Period that includes (30but does not end on) days prior to the due date (or if, as of the Closing Date, less than thirty (30) days remain before filing is due, one third ( 1⁄3) the portion of such Tax that relates to the days remaining between portion of such Taxable Period ending on the Closing Date and (the filing due date"PRE-CLOSING PORTION") in shall be determined as follows: (I) In the case of other Tax Returnsany Income Tax, for review and approval. Within ten (10) Business Days following the delivery Pre-Closing Portion of such Tax Return shall be deemed equal to the Sellers’ Representativeamount that would be payable if the relevant Taxable Period ended at the close of business on the Closing Date (and for such purpose, the Sellers’ Representative shall notify Parent taxable period of any dispute partnership or other pass-through entity in which any member of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return Stock Group holds a beneficial interest shall be deemed to terminate at such time). (II) Real and personal property Taxes shall be accepted by prorated based on the Sellers’ Representative. If ratio of (x) the Sellers’ Representative notifies Parent number of days in writing the relevant taxable period up to and including the Closing Date to (y) the actual number of any objection regarding days in the relevant taxable period with respect to which such Tax Return within is due. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used, or transferred. All other taxes (other than those specified in clause (I)) shall accrue in accordance with generally accepted accounting principles in the time periods set forth in this Section 6.3(b), Parent and the Sellers’ Representative shall cooperate in good faith United States. (C) All determinations necessary to resolve such dispute as promptly as possible. If Parent and the Sellers’ Representative are unable to resolve the dispute within ten (10) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items give effect to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its selection, deliver to Parent and the Sellers’ Representative foregoing allocations shall be made in a written report setting forth its determination as to such disputed items (and only such disputed items), and its determinations will be conclusive and binding upon the parties thereto for the purposes hereof. The fees and disbursements manner consistent with prior practice of the Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the Sellers), on the one hand, and Parent, on the other handrelevant Stock Subsidiary or Equity Subsidiary.

Taxable Periods Beginning Before and Ending After the Closing Date. Parent (A) Buyer shall timely prepare and or cause to be prepared and file or cause to be filed all any Tax Returns of the Acquired Company that are required to be filed for the Company for all periods beginning Taxable Periods which begin before the Closing Date and ending end after the Closing Date. Such Buyer shall provide to Seller copies of all such Returns and any amendments thereto at least thirty (30) calendar days before such Tax Returns are required to be filed. Seller shall notify Buyer of any proposed revisions to such Tax Returns within fifteen (15) calendar days after receipt of such Tax Returns from Buyer. Buyer and Seller agree to attempt to resolve in good faith any dispute concerning the reporting of any item on such Tax Return. In the event Buyer and Seller are unable to resolve such dispute, Buyer and Seller shall engage the Accounting Firm to resolve such dispute and agree that the decision of such firm shall be preparedbinding and conclusive on both Buyer and Seller. The Accounting Firm shall allocate its costs associated with such decision equally between the parties. Seller shall pay to Buyer within fifteen (15) calendar days after the later of (i) the date on which Taxes are paid with respect to such periods, subject or (ii) the date on which such Tax Return is filed, an amount equal to the requirements portion of applicable Lawsuch Taxes that relates to the portion of such Taxable Period ending on the Closing Date to the extent such Taxes are not reflected in any reserve for Tax liability accrued on the February 29, 2008 Balance Sheet. In the event that the Taxes reflected in accordance any such reserve for Tax liability shall exceed the portion of such Taxes that relates to the portion of such Taxable Period ending on the Closing Date, Buyer shall pay such excess to Seller within fifteen (15) days after the later of (I) the date on which Taxes are paid with respect to such period or (II) the past practice date on which such Tax Return is filed. Neither the Buyer nor any of its Affiliates shall file any amended Tax Returns for any periods (or portion thereof) ending on or before the Closing Date for or in respect of the Acquired Company and shall be subject to without the Sellers’ Representative’s approval (prior written consent of the Seller, which approval consent shall not be unreasonably withheld or unduly delayed. (B) and shall be delivered to the Sellers’ Representative at least seventy five (75) days prior to the due date For purposes of this Section 5.9, in the case of income Tax Returns, and at least thirty any Taxes for a Taxable Period that includes (30but does not end on) days prior to the due date (or if, as of the Closing Date, less than thirty (30) days remain before filing is due, one third ( 1⁄3) the portion of such Tax that relates to the days remaining between portion of such Taxable Period ending on the Closing Date and the filing due dateshall be determined as follows: (I) in In the case of other any Tax Returnsbased upon or related to income, for review and approval. Within ten (10) Business Days following receipts or payroll, the delivery pre-Closing Date portion of such Tax Return shall be deemed equal to the Sellers’ Representative, amount that would be payable if the Sellers’ Representative relevant Taxable Period ended on the Closing Date. (II) Real and personal property Taxes with respect to any assets of the Acquired Company shall notify Parent be prorated based on the ratio of any dispute the number of any item contained therein, days in the pre-Closing Date period to the number of days in the actual taxable period with respect to which notice shall set forth in reasonable detail the basis for such dispute. If the Sellers’ Representative fails to notify Parent of any dispute within such ten (10) Business Day period, such Tax Return is due. Sales and use taxes shall be deemed to accrue as property is purchased, sold, used, or transferred. All other taxes (other than those specified in clause (I)) shall accrue in accordance with local generally accepted accounting principles. (C) Any credits relating to a Taxable Period that begins before and ends after the Closing Date shall be accepted by taken into account as though the Sellers’ Representative. If relevant Taxable Period ended on the Sellers’ Representative notifies Parent in writing of any objection regarding such Tax Return within the time periods set forth in this Section 6.3(b), Parent and the Sellers’ Representative shall cooperate in good faith Closing Date. (D) All determinations necessary to resolve such dispute as promptly as possible. If Parent and the Sellers’ Representative are unable to resolve the dispute within ten (10) Business Days after receipt of such objection, the Sellers’ Representative shall submit such disputed items give effect to the Independent Accounting Firm for resolution. The Independent Accounting Firm shall, within forty-five (45) calendar days following its selection, deliver to Parent and foregoing allocations shall be made in a manner consistent with the Sellers’ Representative a written report setting forth its determination as to such disputed items (and only such disputed items), and its determinations will be conclusive and binding upon the parties thereto for the purposes hereof. The fees and disbursements Prior Practice of the Independent Accounting Firm shall be apportioned equally (50/50) between the Sellers’ Representative (on behalf of the Sellers), on the one hand, and Parent, on the other handAcquired Company.