Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. (a) Shareholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income Tax returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Buyer shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section.

Preparation and Filing of Tax Returns. (a) Shareholder Seller shall prepare or cause to be prepared and file or cause to be filed all federal and state income required Tax returns for all taxable periods Returns of the Company ending for any taxable period which ends on or prior to before the Closing Date. Such ; provided, that all such Tax returns Returns shall be prepared on and all elections with respect to such Tax Returns shall be made in a basis manner consistent with past practice. Shareholder Before filing any Tax Return described in the preceding sentence, Seller shall be responsible provide Buyer for its review and comment a copy of such Tax Return at least forty-five (45) Business Days prior to the payment last date for timely filing such Tax Return (giving effect to any valid extensions thereof) in the case of income Tax Returns and as soon as practicable in the case of all taxes attributable other Tax Returns. If Buyer agrees with such Tax Return, Seller shall pay to Buyer the amount of the Buyer Indemnified Parties indemnification prior to such Tax returnsReturn or the due date for the filing of the related Tax Return. If, for any reason, Buyer does not agree with such Tax Return, Buyer shall notify Seller of its disagreement within twenty (20) Business Days of receiving a copy of the Tax Return. In the event that Seller and Buyer do not resolve such dispute within fifteen (15) Business Days thereafter, such dispute shall be settled pursuant to the provisions of Section 8.5. Buyer shall prepare or cause to be prepared and timely file or cause to be filed all required Tax returns of Returns relating to the Company for taxable periods which begin before the Closing Date and end ending after the Closing Date. The Buyer ; provided, that with respect to any Tax Returns for a Straddle Period, such Tax Returns shall be responsible for the payment of prepared and all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) days after the date on which Taxes are paid, elections 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations Returns shall be made in a manner consistent with past practice. Before filing any Tax Return with respect to any Straddle Period, Buyer shall provide Seller with a copy of such Tax Return for its review and comment at least forty-five (45) Business Days prior to the prior practice last date for timely filing such Tax Return (giving effect to any valid extensions thereof) in the case of income Tax Returns and as soon as practicable in the case of all other Tax Returns, accompanied by a statement calculating in reasonable detail Seller’s indemnification obligation, if any, pursuant to Section 8.1(a). If Seller agrees with such Tax Return and Buyer’s calculation of its indemnification obligation, Seller shall pay to Buyer the amount of the Company. Shareholder and Buyer shall cooperate fully, as and Indemnified Parties indemnification prior to such Tax Return or the extent reasonably requested by the other party, in connection with due date for the filing of the related Tax returns Return. If, for any reason, Seller does not agree with such Tax Return or Buyer’s calculation of Seller’s indemnification obligation, Seller shall notify Buyer of its disagreement within twenty (20) Business Days of receiving a copy of the Tax Return and Buyer’s calculation. In the event that Seller and Buyer do not resolve such dispute within fifteen (15) Business Days thereafter, such dispute shall be settled pursuant to this Sectionthe provisions of Section 8.5.

Preparation and Filing of Tax Returns. (a) Shareholder The Stockholders shall file or cause to be filed all Tax Returns for all taxable periods that end on or before the Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. The Stockholders shall pay all Tax liabilities for all periods ending on or prior to the Closing Date. (b) LandCARE shall file or cause to be filed all Tax Returns for all taxable periods ending after the Closing Date. (c) LandCARE will prepare or cause to be prepared and file or cause to be filed all federal and state income any Tax returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns Returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Buyer shall be responsible for Stockholders will pay to the payment Company within 15 days of all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) days after the date on which Taxes are paid, paid with respect to such periods, periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. For purposes of this Sectionsection, 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall will (x) in the case of any Taxes other than Taxes based upon or related measured with respect to income (whether or receiptsnot denominated income taxes), 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 Closing 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 measured with respect to income (whether or receipts not denominated an income tax), be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits For purposes of this section, in the case of any Tax credit relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though Date, the relevant portion of such Tax credit which relates to the portion of such taxable period ended ending on the Closing DateDate will be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of Taxes for such taxable period. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and (d) Any Tax refunds that are received by LandCARE or the Company relating to any Tax period of the Company ending on or prior to the extent reasonably requested Closing Date will belong to the Stockholders. The LandCARE and the Company agree to promptly pay the Stockholders any refunds received by LandCARE or the other party, in connection with Company that belong to the filing of Tax returns Stockholders pursuant to this Sectionthe preceding sentence.

Preparation and Filing of Tax Returns. (a) Shareholder Buyer shall prepare and timely file or cause to be prepared and file timely filed (at its own cost and expense) all Pre-Closing Period Tax Returns and Straddle Period Tax Returns of each Company. Buyer shall deliver or cause to be filed all federal delivered drafts of each such Pre-Closing Period Tax Return and state income Straddle Period Tax returns Return to Seller for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Buyer shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within its review at least thirty (30) days after prior to the date on which Taxes are paidDue Date of such Tax Return and, with respect to each Straddle Period Tax Return, shall notify Seller in writing of Buyer’s calculation of Seller’s share of the Taxes of each Company relating to such periodsStraddle Period (determined in accordance with this Section 9.4); provided, an amount equal to the portion however, that such draft of such Taxes which relates Pre-Closing Period Tax Return and Straddle Period Tax Return and, with respect to each Straddle Period Tax Return, the portion calculation of Seller’s share of the Tax liability for such Straddle Period (determined in accordance with this Section 9.4), in each case, shall be subject to Seller’s review and approval. If Seller disputes any item on such Pre-Closing Period Tax Return or Straddle Period Tax Return and/or, with respect to any Straddle Period Tax Return, the calculation of Seller’s share of liability for such Straddle Period, it shall notify Buyer of such taxable period ending on disputed item (or items) and the Closing Date to the extent such Taxes are not reflected in the reserve basis for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns its objection within fifteen (15) days of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment receipt of all amounts due on such Tax returns. 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 Closing Date, the portion draft of such Tax which relates Return and calculation. Buyer and Seller shall act in good faith to resolve any dispute as promptly as practicable. If Buyer and Seller cannot resolve any disputed item, the portion of such taxable period ending on the Closing Date item in question shall (x) be resolved 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 same manner provided for the entire taxable period multiplied by a fraction the numerator of which is the number of days resolving disputes in the taxable period ending on the Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this SectionSection 3.1.

Preparation and Filing of Tax Returns. (ai) Shareholder The Sellers shall cause the Company Group to prepare and timely file all Tax Returns of the Company Group or any of its Subsidiaries required to be filed (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or cause to be prepared prepared, any and file all income Tax Returns of the Company Group and its Subsidiaries, filed or cause required to be filed all federal and state income after the Closing Date but that relate to any Tax returns for all taxable periods of the Company ending on or prior to the Closing DateDate (“Pre-Closing Income Tax Returns”). Such The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax returns Return. The Buyers shall be prepared cooperate with the Sellers to effect the filing of each such Pre-Closing Income Tax Return on a timely basis and will cause the Company Group or applicable Subsidiary, as the case may be, to timely remit any Taxes shown as owing on such Pre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. The Sellers shall (A) prepare such Pre-Closing Income Tax Returns in a manner consistent with the past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns practices of the Company for taxable periods which begin before Group and its Subsidiaries to the Closing Date and end after maximum extent allowable under Law, provided that the Closing Date. The Buyer Transaction Tax Deductions shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) days after the date on which Taxes are paid, with respect to such periods, an amount equal allocated to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any such Taxes are not reflected Pre-Closing Income Tax Return, no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its review and comment, and reasonably and in good faith consider the comments of the Buyers in the reserve for tax liability set forth on course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not file such Pre-Closing Tax Return without the Financial Statementsprior written consent of the Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. Buyer The Buyers shall prepare and timely file, or cause to be prepared and file timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or cause required to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made prepare such Tax Returns in a manner consistent with the prior practice past practices of the Company. Shareholder and Buyer shall cooperate fully, as and Company Group to the maximum extent reasonably requested by allowable under Law, (y) the other partyBuyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the filing Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax returns pursuant Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to this Sectionthe Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.

Preparation and Filing of Tax Returns. (a) Shareholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income Tax returns for all taxable periods of the The Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Shareholder Stockholder shall be responsible for the payment of preparing and filing all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause Returns required to be filed all Tax returns of by the Company for taxable periods which begin before the Closing Date and end after the Closing Dateany period. The Buyer shall be responsible for the payment of all amounts due on such All Tax returns. Shareholder shall pay Buyer within thirty (30) 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be Returns filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date for any Pre-Closing Tax Period shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made prepared in a manner that is consistent with the prior practice of the Company, except as otherwise required by applicable Law or agreed by the REIT. Shareholder Except as expressly provided in this Agreement, the Company Stockholder shall not amend or cause or permit the Company to amend any Tax Return of or relating to the Company for any Pre-Closing Tax Period, unless such amendment is required under applicable law.The Company Stockholder shall submit to the REIT for its review and Buyer shall cooperate fullyapproval a draft of any Income Tax Return for any Pre-Closing Tax Period (including any Income Tax Return for a Straddle Period) at least forty-five (45) days prior to the due date (taking into account any extensions thereof) or, if the due date is within forty-five (45)) days after the Closing Date, as soon as practical prior to such due date. The REIT shall each have thirty (30) days after receipt of such draft Income Tax Return to notify the Company Stockholder of any disagreement with such draft Tax Return. If the REIT notifies the Company Stockholder of any disagreement with such draft Tax Return, the Company Stockholder shall revise such draft Tax Return for such change and notify the REIT of such change. If the REIT fails to notify the extent reasonably requested Company Stockholder of any disagreement after having timely received a draft Income Tax Return, then such draft Income Tax Return shall become final and binding on the parties. If the REIT and the Company Stockholder do not resolve such disagreement by the other party, in connection with due date (including extensions) for the filing of such Income Tax returns pursuant Return, the Company Stockholder shall file the Income Tax Return in the form prepared by the Company Stockholder with such changes thereto as the REIT and the Company Stockholder may agree, such agreement not to this Sectionbe unreasonably withheld, and the REIT and the Company Stockholder shall select a nationally-recognized accounting firm mutually acceptable to them to resolve any remaining objections. The accounting firm shall be engaged to provide its determination within forty (40) days of the evidence necessary to resolve such dispute first being submitted to it. If an Income Tax Return prepared in accordance with the accounting firm’s determination reflects a change in the amount of Income Tax due or overpayment or refund due to the Company from that reflected in the Income Tax Return as filed, the Company Stockholder shall file an amended Income Tax Return consistent with such determination. The REIT and the Company Stockholder shall pay the fees and expenses of the accounting firm based on the degree to which the accounting firm accepts the respective positions of the parties.

Preparation and Filing of Tax Returns. (a) Shareholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income and employer Tax returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Notwithstanding the provisions of paragraph 1.3, Shareholder shall be responsible for the payment of all taxes attributable to such periods and Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Buyer shall be responsible for the payment of all amounts due on such Tax returns. Notwithstanding the provisions of paragraph 1.3, Shareholder shall pay Buyer within thirty (30) 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 16 ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared Statements and file or cause to be filed all Tax returns of covered by cash left in the Company at closing for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returnstaxes. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section.

Preparation and Filing of Tax Returns. (a) Shareholder Seller Representative shall prepare or cause to be prepared and file or cause to be filed (A) all federal and state income Income Tax returns Returns of the Company for all taxable periods ending on or before the Closing Date, and (B) all other Tax Returns of the Company for all taxable periods ending on or prior before the Closing Date that are due to be filed on or before the Closing Date. Such All such Tax returns Returns shall be prepared on by Seller Representative in a basis manner consistent with past practice. Shareholder practice unless otherwise required by applicable Law and shall be responsible submitted to Purchaser for review at least 15 days prior to the payment of all taxes attributable to due date for filing such Tax returnsReturn, and Seller Representative shall incorporate any reasonable comments of Purchaser into such Tax Return. Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed filed, all other Tax returns Returns of the Company for all taxable periods which begin ending on or before the Closing Date and end after the Closing Date. The Buyer shall be responsible for the payment of all amounts that are due on such Tax returns. Shareholder shall pay Buyer within thirty (30) 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing Date and the denominator of which is the number of days in the entire taxable periodfor all Straddle Periods, and (y) in the case of any such 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date Returns shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made prepared by Purchaser in a manner consistent with the prior past practice of the Companyunless otherwise required by applicable Law. Shareholder and Buyer shall cooperate fully, as and Any Tax Return prepared by Purchaser pursuant to the extent reasonably requested by preceding sentence shall be submitted to the other partySeller Representative for review at least 15 days prior to the due date for filing such Tax Return, and Purchaser shall incorporate any reasonable comments of Seller Representative into such Tax Return. With respect to any Income Tax Return for any period ending on or before the Closing Date, or any Straddle Period, any and all deductions related to (A) any bonuses paid on or prior to the Closing Date in connection with the filing transactions contemplated hereby, (B) expenses with respect to Company Indebtedness being paid in connection with the Closing, and (C) all Transaction Expenses that are deductible for Tax purposes shall be claimed in a taxable period (or portion of any Straddle Period) ending on or prior to the Closing Date, except as otherwise required by applicable Tax returns pursuant to this SectionLaw.

Preparation and Filing of Tax Returns. Seller represents and warrants to Purchaser that Seller and Radar Mexican shall cause, as applicable, to be included in the federal, state and local income, single business, commercial activity, franchise, sales and use, personal property, payroll and other Tax Returns of the Seller and Radar Mexican for all periods ending on or before the Closing Date, all Tax items of the Seller and Radar Mexican which are required to be included therein, have properly and adequately accrued for all such Taxes on the Financial Statements for all periods covered by such Financial Statements, shall file timely all such Tax Returns with the appropriate Taxing authorities and shall timely pay (a) Shareholder shall prepare or cause to be prepared paid) all Taxes due with respect to the periods covered by such Tax Returns. Seller further represents and file or warrants to Purchaser that Seller and Radar Mexican shall cause to be filed all federal included in the payroll Tax Returns, sales and state income use Tax returns Returns, and personal property Tax Returns of Seller and Radar Mexican for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Buyer shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, all payroll Tax items, all sales and/or use Tax items, and all personal property Tax items of the portion of Seller and Radar Mexican which are required to be included therein, shall timely file all such payroll Tax which relates Returns, sales and/or use Tax Returns, and personal property Tax Returns with the appropriate Taxing authorities, and shall timely pay all payroll Taxes, workers’ compensation premiums and claims, sales and use Taxes, and personal property Taxes due with respect to the portion of periods covered by such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptspayroll, be deemed sales and/or use and personal property Tax Returns. Any Tax Return 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 Closing 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 prepared pursuant to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date provisions of this Section 3.7 shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made prepared in a manner consistent with the practices followed in prior practice of the Company. Shareholder and Buyer shall cooperate fullyyears with respect to similar Tax Returns, as and to the extent reasonably requested except for changes required by the other partychanges in any law, in connection with the filing of Tax returns pursuant to this Sectionrule or regulation.

Preparation and Filing of Tax Returns. (a) Shareholder Seller shall prepare or cause to be prepared in accordance with applicable Law and timely file any Tax Returns due, after taking into account any applicable extensions, on or before the Closing Date in respect of the Company and its Subsidiaries and shall pay or accrue, or cause to be filed paid or accrued, any and all federal and state income Tax returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared on a basis consistent Taxes with past practice. Shareholder shall be responsible for the payment of all taxes attributable respect to such Tax returnsReturns. Buyer Purchaser shall prepare or cause to be prepared in accordance with applicable Law and timely file all Tax Returns of the Company and its Subsidiaries not based on gross or net income that are due after the Closing Date for Pre-Closing Tax Periods or for Straddle Periods and shall pay or cause to be filed paid any and all Taxes with respect to such Tax Returns. Seller shall prepare or caused to be prepared in accordance with applicable Law and timely file all Tax returns Returns based on gross or net income of the Company or its Subsidiaries due after the Closing Date for taxable Pre-Closing Tax Periods or for Straddle Periods. The Purchaser shall pay or cause to be paid all Taxes accrued or payable at the Closing Date when such Taxes are due for payment, provided that such Taxes are provided for in the Balance Sheet Summary. All Tax Returns prepared for Tax periods which begin ending on or before the Closing Date and end after the Closing Date. The Buyer or for Straddle Periods shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice past practices of the CompanyCompany and its Subsidiaries. Shareholder In the case of any Tax Return required to be prepared by Seller or Purchaser in respect of a Straddle Period or a Pre-Closing Tax Period, Seller or Purchaser shall provide a copy of such Tax Return to such other party for its review and Buyer shall cooperate fully, as and approval (not to the extent reasonably requested by the other party, in connection with the be unreasonably withheld or delayed) at least 15 days prior to filing of such Tax returns pursuant to this SectionReturn.

Preparation and Filing of Tax Returns. (a) Shareholder The Seller shall prepare prepare, or cause to be prepared prepared, and file shall timely file, or cause to be filed filed, all federal and state income Tax returns for all taxable periods Returns of the Company ending due (after taking into account all appropriate extensions) on or prior to the Closing DateDate and all income Tax Returns of the Company for any Pre-Closing Tax Period, the due date of which is after the Closing Date (“Seller Prepared Returns”). Such Any income Tax returns Returns of the Company for any Pre-Closing Tax Period the due date of which is after the Closing Date shall be prepared at the sole cost and expense of the Seller. Each Seller Prepared Return shall be prepared on a basis consistent with past practiceexisting procedures and practices and accounting methods except as required by applicable Law. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Buyer shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within At least thirty (30) days after prior to the due date on which Taxes are paid, of any Seller Prepared Return with respect to income Taxes, Seller shall provide a draft of such periods, an amount equal Tax Return to the portion of Purchaser for its review and approval (such Taxes which relates approval not to the portion of such taxable period ending on the Closing Date to be unreasonably withheld, conditioned or delayed). To the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause that a Seller Prepared Return is required to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date by the Company, the Company shall cause such Tax Return to be taken into account as though filed timely. (b) Purchaser, at Seller’s sole cost and expense solely with respect to Tax Returns for Pre-Closing Tax Periods, shall cause the relevant taxable period ended on the Company to prepare and timely file all Tax Returns (other than Seller Prepared Returns) for Pre-Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in Tax Periods or a manner consistent with the prior practice Straddle Periods of the Company, the due date of which (taking into account extensions of time to file) is after the Closing Date (the “Purchaser Prepared Returns”). Shareholder Such Tax Return’s shall be prepared on a basis consistent with existing procedures and Buyer shall cooperate fully, practices and accounting methods except as and required by applicable Law. At least thirty (30) days prior to the extent reasonably requested by due date of any Purchaser Prepared Return with respect to income Taxes, Purchaser shall provide a draft of such Tax Return to the other party, in connection with the filing of Tax returns pursuant to this Section.Seller for 61

Preparation and Filing of Tax Returns. (a) Shareholder a)Shareholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income and employer Tax returns for all taxable periods of the Company ending on or prior to the Closing Date. Such Tax returns shall be prepared beprepared on a basis consistent with past practice. Notwithstanding the provisions of paragraph 1.3, Shareholder shall be responsible for the payment of all taxes attributable to such periods and Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin before the Closing Date and end after the Closing Date. The Buyer shall be responsible for the payment of all amounts due on such Tax returns. Notwithstanding the provisions of paragraph 1.3, Shareholder shall pay Buyer within thirty (30) 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared Statements and file or cause to be filed all Tax returns of covered by cash left in the Company at closing for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returnstaxes. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section.

Preparation and Filing of Tax Returns. (a) Shareholder The Stockholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income Tax tax returns for all taxable periods of that end on or before the Company Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. Stephen W. Barley shall pay, and Stephen W. Barley hereby indemnifies xxx Xxxxxxx xxx LandCARE against xxx xxx xxx xxxxility for, all Tax liabilities for all periods ending on or prior to the Closing Date. Such Tax returns (b) LandCARE shall be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company Returns for all taxable periods which begin before the Closing Date and end ending after the Closing Date. The Buyer LandCARE shall not file or amend any Tax Return, or apply for any refund or take any other action relating to the Company's Tax Return for the Company's "short period" for the period from January 1, 1998 through the Closing Date without the consent of Mr. Barley, which consent shall not be unreasonably withheld. No Sectxxx 000(x)(10) election shall be responsible made. Further, without Stephen W. Barley's consent, LandCARE shall request no audits, and shxxx xxxx xx xxxxxxx Tax Returns or claims for refund, or take any other action relating to the payment Company's Tax Returns for tax years or periods prior to (or including) the Company's short period beginning January 1, 1998 which would, or could reasonably be expected to result in tax adjustments, claims, penalties, interest or related costs, which would subject Stephen W. Barley to indemnity claims hereunder. (c) Each xxxxx xxxxxx xxxll, and shall cause its subsidiaries and affiliates to, provide to each of all amounts due on the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax returns. Shareholder shall pay Buyer within thirty (30) days after the date on which Returns, amended Tax Returns or claim for refund, determining a liability for Taxes are paid, or a right to refund of Taxes or in conducting any audit or other proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such periods, an amount equal party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the portion of such Taxes which relates preceding sentence, each party required to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns Returns pursuant to this SectionAgreement shall bear all costs of filing such Tax Returns.

Preparation and Filing of Tax Returns. (a) Shareholder The Stockholder shall prepare or cause to be prepared and file or cause to be filed all federal and state income Tax tax returns for all taxable periods of that end on or before the Company Closing Date, but in each case only after LandCARE has reviewed such filings and consented thereto. Stephen W. Barley shall pay, and Stephen W. Barley hereby indemnifies xxx Xxxxxxx xxx XandCARE against xxx xxx xxx xxxxxlity for, all Tax liabilities for all periods ending on or prior to the Closing Date. Such Tax returns (b) LandCARE shall be prepared on a basis consistent with past practice. Shareholder shall be responsible for the payment of all taxes attributable to such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company Returns for all taxable periods which begin before the Closing Date and end ending after the Closing Date. The Buyer LandCARE shall not file or amend any Tax Return, or apply for any refund or take any other action relating to the Company's Tax Return for the Company's "short period" for the period from January 1, 1998 through the Closing Date without the consent of Mr. Barley, which consent shall not be unreasonably withheld. No Sectixx 000(x)(10) election shall be responsible made. Further, without Stephen W. Barley's consent, LandCARE shall request no audits, and shaxx xxxx xx xxxxxxx Tax Returns or claims for refund, or take any other action relating to the payment Company's Tax Returns for tax years or periods prior to (or including) the Company's short period beginning January 1, 1998 which would, or could reasonably be expected to result in tax adjustments, claims, penalties, interest or related costs, which would subject Stephen W. Barley to indemnity claims hereunder. (c) Each xxxxx xxxxxx xxxxl, and shall cause its subsidiaries and affiliates to, provide to each of all amounts due on the other parties hereto such cooperation and information as any of them reasonably may request in filing any Tax returns. Shareholder shall pay Buyer within thirty (30) days after the date on which Returns, amended Tax Returns or claim for refund, determining a liability for Taxes are paid, or a right to refund of Taxes or in conducting any audit or other proceeding with respect to Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Tax Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities and relevant records concerning the ownership and Tax basis of property, which such periods, an amount equal party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the portion of such Taxes which relates preceding sentence, each party required to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns Returns pursuant to this SectionAgreement shall bear all costs of filing such Tax Returns.

Preparation and Filing of Tax Returns. (a) Shareholder The Company has historically prepared its Federal income Tax returns utilizing the cash basis of accounting, and has informed Buyer that it will elect to convert to the accrual method of accounting on its 2003 Federal income Tax return. The Company will utilize the accrual method of accounting after the consummation of the transactions set forth herein. The Members shall prepare prepare, execute on behalf of the Company and timely file or cause to be prepared and file or cause to be filed timely filed, all federal and state income Tax returns for all taxable periods of the Company ending on or prior to the Effective Date and all Tax returns due prior to the Effective Date and all such returns shall be accurate and correct in all respects. The Members shall be responsible for the payment of all income Taxes attributable to the income reported on such Tax returns and with respect to all Tax liabilities incurred or accrued prior to the Effective Date, all liabilities for Taxes caused by the conversion of the Company from a cash basis of accounting to an accrual basis of accounting after the Closing Date(net of any Tax benefits actually received or realized by the Company as a result of such conversion and with such netting or offset to be effective following the Company’s receipt or realization thereof and expiration of any statutes of limitation applicable to such Taxes) and all liabilities for Taxes attributable to the Segregated Accounts. Such Tax returns shall be prepared on a basis consistent with past practice. Shareholder Buyer shall provide the Members with reasonable access to the books and records of the Company following the Closing for the purpose of preparing such Tax Returns. The Members shall provide to Buyer drafts of all such Tax returns required to be prepared and filed by the Members pursuant to this Section 4.2(a) at least thirty (30) days prior to the due date (including extensions) for the filing of such Tax returns. Buyer shall prepare all Tax returns attributable to the year of the Effective Date other than those Tax returns described in the second sentence of this Section 4.2(a). Buyer shall be responsible for the payment of all taxes attributable amounts (other than income Taxes) due on such other Tax returns to the extent they were reserved for on the Financial Statements, with the Members responsible to the extent not so reserved. The Members shall cooperate with Buyer in the filing of such Tax returns. Buyer shall prepare or cause to be prepared and file or cause to be filed responsible for the preparation of all Tax returns of the Company for all taxable periods which begin before the Closing Date and end ending after the Closing Effective Date. The Buyer Company shall be responsible for the payment of all amounts due on such Tax returns. Shareholder shall pay Buyer within thirty (30) 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 Closing Date to the extent such Taxes are not reflected in the reserve for tax liability set forth on the Financial Statements. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax returns of the Company for taxable periods which begin on or after the Closing Date. Buyer shall be responsible for the payment of all amounts due on such Tax returns. 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 Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing 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 Closing 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 Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Company. Shareholder and Buyer shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax returns pursuant to this Section.