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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Following the Purchaser Closing, Buyer shall timely prepare and file, or cause to be prepared and file timely filed (taking into account all available extensions), all other Tax Returns required to be filed by each Company (the “Post-Closing Tax Returns”). Buyer will timely prepare, or cause to be filed any prepared, and timely file, or cause to be filed, all Tax Returns for each member of the Company Group for Straddle Periods (the “Straddle Period Returns”). Buyer will provide Seller Representative with copies of any Straddle Period Returns at least thirty (30) days prior to the due date thereof (giving effect to any extensions thereto) in the case of income Tax periods Returns and as soon as practicable in the case of all other Tax Returns, accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that begin relate to any Pre-Closing Straddle Period (the “Pre- Closing Taxes”). If Sellers agree with the Straddle Period Return and Straddle Statement, Sellers shall pay to Buyer, not later than five (5) Business Days before the due date for the payment of Taxes with respect to such Straddle Period Return, an amount equal to the Pre-Closing Date and end after Taxes as shown on the Closing Date. To Straddle Statement, but only to the extent such Taxes are not fully reserved reflected as a liability for purposes of calculating Working Capital or included in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending Transaction Expenses Balance on the Closing DateStatement. Such paymentIf, if any, shall be paid by the Sellers within fifteen twenty (1520) days after the receipt of written notice the Straddle Period Return and Straddle Statement, Seller Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Return and Straddle Statement, then Buyer and Sellers shall attempt to resolve their disagreement within five (5) days following the Seller Representative’s notification of Buyer of such disagreement. If Buyer and Sellers are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the Company or the Purchaser that such Taxes were paid calculation as finally determined by the Company or Accountants. If each of the Purchaser for a period beginning prior to Party’s calculation differs equally from the Closing Datecalculation as finally determined by the Accountants, then such cost will be borne half by Sellers and half by Buyer. For purposes of this SectionSection 7.3, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (ii.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, or payroll, be deemed to be equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax period ending on the Closing Date Period and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (iib) in the case of any Tax based upon or related to income or receipts, or payroll, be deemed to equal to the amount that would be payable if the relevant Tax period Straddle Period ended on and included the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of all members of the Company Group other than the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyer shall permit Seller to review and comment on such Tax Returns prior to filing and shall consider in good faith any changes reasonably suggested by Seller. Buyer shall pay or cause to be paid the extent Taxes of all members of the Company Group other than the Company with respect to such Taxes are not fully reserved for in the Company’s financial statements, the Sellers periods. Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt of written notice from the Company or the Purchaser that date on which Taxes are paid with respect to such Taxes were paid by the Company or the Purchaser for a period beginning prior periods an amount equal to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes that relates to the portion of such Tax period ending on the Closing Date except to the extent such Taxes are included as current liabilities in Working Capital, which Buyer shall pay. In the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be (iA) in the case of Taxes that are based upon or related to income or gross receipts or sales or use Tax, determined based on an interim closing of the books as of the close of business on the day immediately prior to the Closing Date (and for such purposes, the taxable period of any member of the Company Group other than the Company shall be deemed to terminate at such time); and (B) in the case of any Taxes other than gross receipts, sale or use Tax and Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax Taxes for the entire Tax period period, multiplied by a fraction the numerator of which is the number of calendar days in the Tax period ending on the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesperiod.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Shareholder to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Shareholder shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet. For purposes of this SectionSection 10, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with the partiesprior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Balance Sheet. For purposes of this SectionSection 7.10, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Sub shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Stockholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Sub within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall shall: (iA) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), Taxable period; and (iiB) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of for the Company and its Subsidiaries for Tax all periods that begin before the Closing Date and end after the Closing Date. To The Purchaser shall permit the extent such Taxes are not fully reserved for Selling Shareholders to review and comment on each Tax Return described in the Company’s financial statementspreceding sentence before filing. The Purchaser agrees that any Tax Returns prepared and filed by the Purchaser for periods that begin before the Closing Date and end after the Closing Date will be prepared and filed on a consistent basis with the most recent such Tax Returns, unless the Sellers Purchaser concludes that there is no reasonable basis for such position. The Selling Shareholders shall pay reimburse the Purchaser for Taxes of the Company and its Subsidiaries with respect to such periods within fifteen (15) days after payment by the Purchaser or the Company and its Subsidiaries with respect to the Company an amount equal to the unreserved portion of such Taxes that relates relate to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by the are not reflected in Company or the Purchaser for a period beginning prior to the Closing DateNet Debt. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period Period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Seller’s Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate ("STRADDLE TAX RETURNS"). To Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent such Taxes are not fully reserved for in attributable to any period or portion of a period ending on or before the Company’s financial statementsClosing Date, the shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to the Company Buyer an amount equal to the unreserved portion of Pre-Closing Taxes due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes that relates to shall be calculated as though the portion taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Citizens, the Company NUG Subsidiaries in which Citizens holds a Retained Interest and the Other Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent Buyer shall permit Seller to review each such Taxes are not fully reserved for Tax Return described in the Company’s financial statementspreceding sentence at least 10 days prior to filing and to comment on each such Tax Return, and shall consider making such revisions to such Tax Returns as may be reasonably requested by Seller. Seller shall remit to Buyer within 15 days after notification to Seller by Buyer or Citizens of the Sellers shall pay imposition, assessment, notice or payment of Taxes with respect to the Company such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such taxable period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 7.2(c), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income income, receipts, salaries or receiptswages, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income income, receipts, salaries or receiptswages, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with generally accepted accounting principles and tax accounting rules.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyer shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the preceding sentence prior to filing. Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns of for the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing DateDate (the “Straddle Period Returns”). To Buyer will provide the Representative with copies of any Straddle Period Returns at least sixty (60) days prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relate to the portion of such Tax period ending on the Closing Date (the “Pre-Closing Taxes”). If the Representative agrees with the Straddle Period Return and Straddle Statement, the Seller Parties shall pay to Buyer, not later than five (5) Business Days before the due date for the payment of Taxes with respect to such Straddle Period Return, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not fully reserved reflected as a liability for in the Company’s financial statementspurposes of finally calculating Working Capital pursuant to Article 1. If, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen thirty (1530) days after the receipt of written notice the Straddle Period Return and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Return and Straddle Statement, then Buyer and the Representative shall attempt to resolve their disagreement within five (5) days following the Representative’s notification of Buyer of such disagreement. If Buyer and the Representative are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement within thirty (30) days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the Company or the Purchaser that such Taxes were paid calculation as finally determined by the Company or Accountants. If each of the Purchaser for a period beginning prior to Party’s calculation differs equally from the Closing Datecalculation as finally determined by the Accountants, then such cost will be borne half by the Representative and half by Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (ii.e., the Pre-Closing Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iib) in the case of any Tax based upon or related to income or receipts, be deemed to equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyers shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the preceding sentence prior to filing. Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyers within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Transferor to review and comment on each such Taxes are not fully reserved for Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Transferor shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet or, if applicable, the Revised Most Recent Balance Sheet; provided, however, that the reserve for Tax Liability shall not include any reserve for deferred taxes established to reflect timing differences between book and tax income. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning preceding sentence prior to filing. The Buyer and the Closing DateSeller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (“Straddle Period”). To the extent such Taxes are not fully reserved Any Tax Return for any Straddle Period shall be prepared in a manner and utilizing judgments consistent with the Company’s financial statementsprior practice, unless such practices, manner or judgments are unreasonable or improper. Purchaser shall provide Sellers and their authorized representatives with copies of such Tax Returns at least thirty (30) days prior to the due date and shall make such revisions to such Tax Returns as are reasonably requested by Sellers. Sellers shall pay to Purchaser within thirty (30) days of the Company receipt of a request by Purchaser, accompanied by supporting documentation, an amount equal to the unreserved excess of (a) the portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date over (b) the Sellers within fifteen (15) days after receipt of written notice from Taxes reflected in any reserve for Tax Liability contained in the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateCompany’s books and records. For purposes of this SectionSection 6.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes (including real property Taxes and other property Taxes) other than Taxes based upon or related to income or receiptsreceipts (or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event), be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receiptsreceipts (including franchise Taxes) or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event, the Tax payable by Seller shall be deemed equal to the amount that would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount Date based on an interim closing of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing books as of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on end of the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Returns tax returns of the Company Target for Tax tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which taxes are paid with respect to such periods an amount equal to the portion of written notice from such taxes which relates to the Company or the Purchaser that portion of such Taxes were paid by the Company or the Purchaser for a taxable period beginning prior to ending on the Closing Date. For purposes of this Section, in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that tax which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Taxes taxes other than Taxes taxes based upon or related to income or receipts, be deemed to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and file or cause to be filed (taking into account all extensions properly obtained) any Tax Returns of the Company that are required to be filed by or with respect to Century for Tax all periods that which begin before the Closing Date and end after the Closing Date. To Parent agrees to indemnify the extent such Taxes are not fully reserved for Active Shareholders from and against the entirety of any Adverse Consequences the Active Shareholders may suffer resulting from, arising out of, relating to, or caused by the Tax Return discussed in the Company’s financial statements, preceding sentence if the Sellers position taken by Parent in preparing such Tax Return is inconsistent with the prior practice of Century. The Century Owners shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Parent within fifteen (15) days after receipt the date on which all Taxes imposed on Century for such periods are paid by Parent or Century with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such taxable period beginning prior to ending on the Closing Date; provided, however, that the Century Owners shall not be required to reimburse Parent for any Excluded Taxes. For purposes of this SectionSection 10.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ia) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay ; provided, however, that transactions occurring on the Closing Date that are properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B)) to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount portion of the costs and expenses incurred by Closing Date after the Purchaser Closing shall be allocated to the taxable year or period that is deemed to begin at the Company in the preparation and filing beginning of the Tax Returnsday following the Closing Date. Any net operating losses or credits relating to a Tax 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. The Surviving Entity shall be entitled to any refund of (or credit for) Taxes allocable to any portion of a Tax period ended ending on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with the partiesprior practice of Century.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared prepared, consistent with past practices of the Shareholder, the Company and Company Subsidiaries, and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (a "Straddle Period"). To The Purchaser shall provide the extent Shareholder with a copy of each such Taxes are not fully reserved completed Tax Return (including any amended returns) along with a statement certifying the amount of Tax shown on such Tax Return that is allocable to the Shareholder pursuant to this Section 7.11(b), together with appropriate supporting information and schedules, at least forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return. The Shareholder and its authorized representatives shall have the right to review and comment on such Tax Return and statements prior to the filing of such Tax Return. Any disagreement over the preparation in or of such Tax Return shall be resolved pursuant to Section 7.11(m). Subject to the Company’s financial statementspreceding sentence, the Sellers Shareholder shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior allocated to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected as a liability on the Final Working Capital Statement. For purposes of this SectionSection 7.11(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period Straddle Period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, or imposed in connection with any sale or other transfer or assignment of property, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers ; provided, however, that any Taxes attributed to transactions or events after the Closing on the Closing Date shall pay be allocated to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount portion of the costs and expenses incurred by taxable period beginning after the Purchaser or the Company in the preparation and filing of the Tax ReturnsClosing Date. Any net operating losses credits (including estimated tax payments or credits prepayments of taxes prior to Closing) relating to a Tax period Straddle Period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period Straddle Period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and file or cause to be filed any Returns Tax returns of the Company and each Subsidiary for Tax periods that which begin before the Closing Date and end after the Closing Date. To Parent shall deliver any such Tax Return prepared by Parent to the Company Representative for the Company Representative's review and approval at least fifteen (15) days before such Tax Return is due. Company Shareholders shall pay to Parent within three (3) 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 fully reserved for reflected in the Company’s financial statements, reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each Subsidiary for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Purchaser shall be reimbursed by the extent such Taxes are not fully reserved Shareholder for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that which relates to the portion of the such Tax period ending on and including the Closing Date. Such payment, if any, shall be paid by the Sellers Date within fifteen (15) days after receipt filing the applicable Tax Return and providing proof of written notice from payment by the Purchaser or the Company or any Subsidiary of such Taxes, except to the Purchaser that extent such Taxes were paid by reflected as a liability on the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (iy) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiz) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Master Products and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income income, wages or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income income, wages or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Master Products and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of or including the Company for Tax periods that begin before the Closing Date and end any taxable year (including any short taxable year) ending after the Closing Date. To Any such Tax Return that includes any taxable period (or portion thereof) ending on or prior to the Closing Date shall be prepared in a manner consistent with past practices insofar as they relate to the Company except to the extent otherwise required by applicable law. Seller shall indemnify and hold each of the Company Parties harmless against all Taxes of the Company relating to any taxable period (or portion thereof) ending on or before the Closing Date except to the extent such Taxes are not fully reserved for reflected as a liability in the Company’s financial statementsActual Net Working Capital, the Sellers shall pay to and Seller will promptly reimburse the Company an for the amount equal to the unreserved portion of all such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company relating to any such taxable period (or the Purchaser for a period beginning prior to the Closing Dateportion thereof). For purposes of this SectionParagraph 11K, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (iA) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax such taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiB) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyers shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyers an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes are not fully reserved for in accrued as a liability on the Company’s financial statementsClosing Balance Sheet used to determine the Purchase Price pursuant to Section 2.3) at least ten (10) days before Buyers are required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion taxable year of the Tax period ending Companies terminated as of the close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a Tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of the Companies. Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify and hold Buyers harmless against, all Taxes attributable to or arising out of (i) the failure of C&BI to be qualified as an "S corporation" at any time prior to Closing and (ii) the transfer of the real property set forth on the EXCLUDED ASSETS SCHEDULE. Notwithstanding the foregoing, it is agreed that the Texas franchise Tax imposed on C&BI for the calendar year 2000 privilege period (which will be based upon the financial condition of C&BI as of December 31, 1999) shall be paid as follows: (i) that portion of the franchise Tax attributable to the earned surplus of the corporation for the period beginning on January 1, 1999, through and including the Closing Date (excluding any such franchise Tax attributable to earned surplus resulting from the Section 338(h)(10) election, if any) shall be treated as part of the Closing Tax Liability under Section 2.3(a)(ii) and (ii) the balance of the franchise Tax payable by C&BI, including the partiesfranchise Tax attributable to earned surplus resulting from the Section 338(h)(10) election (if any), shall be the responsibility of C&BI or Buyers, and Sellers shall have no liability therefor. In addition, other state or local Taxes (if any) payable by C&BI as a result of the Section 338(h)(10) election, shall be the responsibility of C&BI or Buyers and Sellers shall have no liability therefor.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns required to be filed by or with respect to income from assets or operations of the Company NBLLC for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”). To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Buyer shall pay or cause to be paid the Taxes attributable to NBLLC with respect to the Company an amount equal Overlap Period. Taxes with respect to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, Overlap Period shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser allocated such that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Income Taxes, Seller shall be liable for an amount equal to the amount that would be payable if the taxable year ended on the Closing Date; and (ii) in the case of Taxes other than Taxes based upon or related Income Taxes, Seller shall be liable for an amount equal to income or receipts, be deemed to be the amount of such Tax for the entire Tax period Taxes multiplied by a fraction the numerator of which is the number of calendar days in the Tax period ending on the Closing Effective Date and the denominator of which is the number of calendar days in the entire Tax period (the “Pro Rata Amount”)Overlap Period. With respect to Income Taxes, and (ii) in the case Buyer shall provide a statement of such amount net of any Tax based upon or related to income or receipts, be deemed equal installments paid up to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Effective Date and credit carry forwards from prior periods and Seller shall pay this amount no later than ten (10) Business Days after receipt of such statement. With respect to Taxes other than Income Taxes, Buyer shall provide a statement of such amount net of any installments paid up to the Company with the payment of Effective Date, credit carry forwards from prior periods, adjusted for any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be amounts taken into account as though the relevant in determining Working Capital, and Seller shall pay this amount no later than ten (10) Business Days after receipt such statement. Buyer shall provide to Seller such Tax period ended Returns for review no latter than ten (10) Business Days prior to due of Tax Return for Seller comment on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiessuch Tax Returns.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet. For purposes of this Sectionclause (b), 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date Date, and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser (a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (collectively, the “Straddle Periods” and each, a “Straddle Period” and such Tax Returns, the “Straddle Period Returns”). To the extent such Taxes are not fully reserved for Such Straddle Period Returns shall be prepared in accordance with the Company’s financial statementspast practices unless otherwise required by applicable Law. Buyer shall permit Sellers’ Representative to review and comment on each such Straddle Period Return prior to filing, and such Straddle Period Returns will be revised to reflect the reasonable comments of the Sellers’ Representative. Buyer shall not amend any Straddle Period Returns in a manner that would adversely affect Sellers without the prior written consent of the Sellers’ Representative, except as expressly required by a taxing authority. Within fifteen (15) days after the date on which Buyer pays or causes to be paid any Taxes of the Company shown to be due on any Straddle Period Return, Sellers shall pay severally pay, or cause to be paid, to Buyer the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata AmountPre-Closing Tax Period”), and (ii) in the case of any Tax based upon provided, however, that with respect to non-Income Taxes, Sellers shall severally pay, or related cause to income or receiptsbe paid, be deemed equal to Buyer the amount that would be payable if by which such non-Income Taxes exceeds the relevant Tax period ended amount accrued therefore on the NWC Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunderStatement, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesfinally determined.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods that begin before the Closing Date and end after the Closing DateDate (a “Straddle Tax Period”). To Such Tax Returns shall be prepared consistently with the extent past practice of the Acquired Companies unless otherwise required by applicable Law. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall accept all comments that are reasonable. The Sellers, jointly and severally, shall reimburse Buyer within five (5) days of the date on which Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay paid with respect to the Company such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such taxable period ending on the Closing Date. Such payment, if any, shall be paid by except to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by are taken into account in the Company or adjustments contemplated under Sections 1.5 through 1.8 (for the Purchaser for a period beginning prior avoidance of doubt, the Sellers’ obligation to reimburse Buyer under this Section 5.18(b) shall not be limited under the Closing Dateterms of ARTICLE VII). For purposes of this SectionSection 5.18, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than the Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to For purposes of this Section 5.18, in the Company with the payment case of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits credit relating to a Tax taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such taxable period ending on the Closing Date shall be taken into account as though the relevant Tax period ended on amount which bears the Closing Date. All determinations necessary to give effect same relationship to the foregoing allocations shall be made total amount of such Tax credit as the amount of Taxes described in a reasonable manner as agreed (y) above bears to by the parties.total amount of Taxes for such taxable period. 38

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall timely pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of each such Overlap Period Tax Return at least thirty (30) days prior to the due date for filing such Tax Return. At least fifteen (15) days prior to the due date for the filing of such Tax Return, 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 Return. 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. The Seller Entities shall pay directly upon demand from the Buyer 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 fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 8, 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 Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receiptssales and use Tax, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser (a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the The Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Tax period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Latest Balance Sheet. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of each of the partiesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To Buyers shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the preceding sentence prior to filing. Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyers within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by that relate to the Company or the Purchaser for a portion of such Taxable period beginning prior to ending on the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare Buyer will prepare, or cause to be prepared prepared, and file timely file, or cause to be filed timely filed, any Tax Returns of for the Company Companies for Tax periods that begin before the Closing Date and end after the Closing DateDate (“Straddle Periods”). To The Buyer will prepare such Tax Returns in accordance with past practice and permit the Seller to review, comment on and, to the extent such Taxes are not fully reserved for item relates to the portion of such period ending on or before the Closing Date, approve each such Tax Return described in the Company’s financial statements, the Sellers shall preceding sentence prior to filing. The Seller will pay to the Company Buyer no later than five (5) Business Days prior to the date such Taxes of the Companies with respect to such Tax Returns are due an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax such Taxable period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by the Company or the Purchaser for a period beginning prior to are not reflected in the Closing DateBalance Sheet as a Liability for Taxes and taken into account in the final Working Capital calculation. 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 that relates to the portion of such Tax Taxable period ending on the Closing Date shall will (ia) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be equal the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, be deemed to equal to the amount that would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall will be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Maple Group for Tax periods that which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”). To The Sellers shall pay to the Buyer an amount equal to the portion of such Taxes which relates to the portion of such Straddle Tax Period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, the Sellers shall pay accrual for Taxes (rather than any reserve for deferred Taxes established to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the reflect timing differences between book and Tax period ending income) shown on the Closing DateBalance Sheet. Such payment, if any, Any such payment for Taxes for any Straddle Tax Period shall be paid made by the Sellers to the Buyer within fifteen (15) days after receipt of written notice from the Company or date when the Purchaser that Buyer notifies the Sellers of an amount of such Taxes were paid by the Company or the Purchaser for a period beginning prior that is payable to the Closing Daterelevant Taxing Authority. For purposes of this SectionSection 9.2.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Tax Period, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (ix) in the case of any Taxes Tax other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Straddle Tax period that begins before and ends after the Closing Date Period shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed consistent with prior practice (to the extent permitted by law) of the partiesMaple Group.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Seller and Parent shall prepare or cause to be prepared and file or cause to be filed any all Malaysian income Tax Returns of for the Company for all Tax periods that which begin before the Closing Date and end after the Closing DateDate (any such period, a "Straddle Tax Period"), which shall be reasonably satisfactory to Buyer and the ------------------- Company, and Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns (other than Malaysian income Tax returns) for all Straddle Tax Periods, which shall be reasonably satisfactory to Seller and Parent. To Buyer shall provide, or shall cause the Company to provide, any documents reasonably requested by Seller or Parent in order to enable Seller and Parent to complete such Malaysian income Tax Returns. Seller and Parent shall permit Buyer to review and comment on each such Malaysian income Tax Return described in this Section 11.4(b) prior to filing. Any portion of any Tax which must be paid in connection with any Straddle Tax Period, to the extent such Taxes are not fully reserved for in attributable to any period or portion of a period ending after the Company’s financial statementsClosing Date, the Sellers shall pay be referred to herein as "Post-Closing Taxes." Buyer shall pay, or cause the Company to ------------------ pay, an amount equal to the unreserved portion Post-Closing Taxes due with any Tax Returns for any Straddle Tax Period upon the filing of any such Tax Return with the appropriate governmental authorities, and Buyer and the Company shall indemnify and hold Seller and Parent harmless against and from all Post-Closing Taxes. Any Taxes that relates due related to any Straddle Tax Period other than Post-Closing Taxes are referred to herein as "Pre-Closing Taxes." Seller and Parent shall pay an ----------------- amount equal to the portion Pre-Closing Taxes due with any Tax Return for any Straddle Tax Period upon the filing of any such Tax Return with the appropriate governmental authorities, and Seller and Parent shall indemnify and hold Buyer and the Company harmless against and from all Pre-Closing Taxes. Where the Post-Closing Taxes involve a period which begins before and ends after the Closing Date, such Post-Closing Taxes shall be calculated as though the taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser ; provided that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed Tax not based 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 that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, such Post- Closing Taxes shall be deemed equal to be the amount of such Tax for the entire Tax period taxable year, multiplied by a fraction fraction, the numerator of which is shall be the number of days from the day after the Closing Date through the end of the taxable year and the denominator of which shall be the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiestaxable year.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns of for the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (each such period being a “Straddle Period” and such Tax Returns being the “Straddle Period Returns”). To Buyer will provide the Representative with copies of any Straddle Period Returns at least sixty (60) days prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that relate to the portion of such Tax period ending on the Closing Date (the “Pre-Closing Taxes”). If the Representative agrees with the Straddle Period Returns and Straddle Statement, and to the extent any Pre-Closing Taxes reflected on any such Tax Return are Taxes for which the Equityholders are liable under Section 9.1, Buyer and the Representative shall instruct the Escrow Agent to deliver to Buyer by wire transfer of immediately available funds, to the account designated by Buyer, the amount of the Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not fully reserved reflected as a liability for purposes of calculating Working Capital on the final Closing Statement. If, within twenty (20) Business Days after the receipt of any Pre-Closing Returns or the Straddle Period Returns and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Pre-Closing Returns, Straddle Period Returns or the Pre-Closing Taxes calculated in the CompanyStraddle Statement and (b) provides Buyer with a statement setting forth in reasonable detail its computation of the Pre-Closing Taxes and its proposed form of the Straddle Period Returns and Straddle Statement, then Buyer and the Representative shall attempt to resolve their disagreement within five (5) days following the Representative’s financial statementsnotification of Buyer of such disagreement. If Buyer and the Representative are not able to resolve their disagreement, the Sellers dispute shall pay be submitted to the Company an amount equal to Accountants. The Accountants will resolve the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers disagreement within fifteen thirty (1530) days after receipt the date on which they are engaged or as soon as possible thereafter. The determination of written notice the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party (in the case of Representative, such cost will be borne by the Equityholders) whose calculation of the matter in disagreement differs the most from the Company or the Purchaser that such Taxes were paid calculation as finally determined by the Company or Accountants. If each of the Purchaser for a period beginning prior to Party’s calculation differs equally from the Closing Datecalculation as finally determined by the Accountants, then such cost will be borne half by the Representative (on behalf of the Equityholders) and half by Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i.e., the Pre-Closing Taxes) will (i) in the case of any Taxes other than Taxes based upon property or related to income or receiptssimilar ad valorem Taxes, be deemed to be equal the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receiptsTaxes other than those covered in clause (i) above, be deemed to equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Tax period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing balance sheet used in calculating the Final Purchase Price. For purposes of this SectionSection 5.4(d), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file filed or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of such Overlap Period Tax Returns 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. The Seller Entities shall pay to the 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 fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 9, 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 Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receipts, sales and use Tax be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statementsFinal Financial Statements (as defined in Section 11), the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and which end after the Closing Date. To In the extent case of any such Tax Returns for Tax periods that include the Closing Date, such Tax Returns shall be prepared by treating items on such Tax Return in a manner consistent with the past practices with respect to such items, unless otherwise required by law. Any such Tax Return shall be provided to Representative at least thirty (30) days prior to the due date for filing, including any extensions, such Tax Return and the Representative shall have the right to comment on and approve such Tax Return which approval shall not be unreasonably withheld. At least two days prior to the date on which Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay due with respect to the Company such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such taxable period ending on the Closing Date. Such payment, if any, Date shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateEscrow Account. For purposes of this SectionSection 10.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Tax based upon income, gain or receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date, (y) in the case of any sales and use taxes, be deemed to accrue as property is purchased, sold, used, or transferred; (z) in the case of any Taxes other than Taxes based upon or related to income or receiptsdescribed in clauses (x) and (y), be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returnstaxable period. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of the Company. Any deduction for transaction-related expenses of the Company including any deduction associated with the Option Cancellation Payments, the Closing Bonus Payments and any Transaction Expenses shall be allocable solely to the Pre-Closing Tax Period (or, in connection with any Straddle Period, the portion of such period ending on or before the Closing Date), except to the extent that Parent has paid to Shareholders a purchase price adjustment for the tax benefits associated with such Option Cancellation Payments or such Closing Bonus Payments as agreed to contemplated by the partiesSection 1.7(c).

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning preceding sentence prior to filing. The Buyer and the Closing DateSeller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of relating to the Company Purchased Assets for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statementspreceding sentence prior to filing for no more than five (5) business days. The Buyer and the Sellers shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. The Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt before the date on which Taxes are due with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid that is attributable to the Pre-Closing Tax Period. The Buyer shall pay to the Sellers the amount, if any, by which Taxes prepaid by the Company or Sellers exceed the Purchaser for a period beginning prior portion of such Taxes that is attributable to the Pre-Closing DateTax Period. For purposes of this SectionSection 10.3, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates is attributable to the portion of such Pre-Closing Tax period ending on the Closing Date Period shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Pre-Closing Tax period ending on the Closing Date Period and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returnsperiod. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Acquiror shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Sellers agree, jointly and severally, to indemnify and hold Acquiror and the Company harmless against, and will reimburse Acquiror (or, at Acquiror's option, the Company or an affiliate of Acquiror) within fifteen (15) days of 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 fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending accrued on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to For purposes of this Section, in the Company with the payment case of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits credit relating to a Tax Taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such Taxable period ending on the Closing Date shall be taken into account the amount which bears the same relationship to the total amount of such Tax credit as though the relevant Tax period ended on amount of Taxes described in (y) above bears to the Closing Datetotal amount of Taxes for such Taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. To Buyer shall permit Stockholders’ Representative to review and approve each such Tax Return described in the extent preceding sentence at least 15 days prior to filing for the portion of each such Tax Return that includes the period ending on the Closing Date. The Stockholders shall severally pay to Buyer solely from the Working Capital Escrow Amount held in the Working Capital Escrow within fifteen (15) days after the date on which Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay paid with respect to the Company such periods an amount equal to the unreserved portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by not reflected as a liability in determining the Company or the Purchaser for a period beginning prior Final Purchase Price pursuant to the Closing DateSections 2.5 through 2.7 of this Agreement. For purposes of this SectionSection 8.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable manner as agreed to by prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers Seller. The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared prepared, in a manner consistent with the past practice of Company and Water Subsidiaries, except as otherwise required by applicable Law, and file or cause to be filed any Tax Returns of the Company and Water Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. To In the extent case of each such Taxes are Tax Return prepared or filed by Buyer, Buyer shall submit a pro forma Tax Return (with copies of any relevant schedules, work papers and other documentation) to Seller for approval within a reasonable time prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions), which approval shall not fully reserved for be unreasonably withheld, and shall incorporate on such Tax Return any reasonable comments timely provided in the Company’s financial statements, the Sellers writing by Seller in respect of such Tax Return. Seller shall pay to Buyer within ten (10) business days after the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by are not reflected in the Company or reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Purchaser for a period beginning prior to face of the Final Closing DateBalance Sheet. For purposes of this SectionAgreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receiptsreceipts or net worth (e.g., franchise taxes), be deemed to be the amount of such Tax Taxes for the entire Tax period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period ending on and including the Closing Date Date, and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax Taxes based upon or related to income or receiptsreceipts or net worth (e.g., franchise taxes), be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to , using the Company "closing of the books" method of accounting, and in a manner consistent with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax ReturnsFinal Closing Balance Sheet. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser (a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Transferred Companies and their Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (each a "Straddle Period"). To the extent With respect to such Taxes are not fully reserved periods, Seller shall be responsible for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved Seller's allocable portion of such Taxes that relates to the portion of the Tax period ending on the ("Seller's Post-Closing DateTaxes") in accordance with this Section 10.4. Such payment, if any, Seller's Post-Closing Taxes shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall be: (i) in the case of any Taxes other than Taxes based upon real or related personal property Tax, an amount equal to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period for which such Taxes are paid ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and period; or (ii) in the case of any Tax based upon or related to income or receiptsother Tax, be deemed equal to the amount that would be payable by the Transferred Companies and their Subsidiaries if the relevant Tax period taxable year ended on the Closing Date. The Sellers For purposes of this clause (ii), exemptions, allowances or deductions that are calculated on an annual basis shall pay be apportioned on a daily basis between the portion of the period before and after the Closing Date. (b) At least 30 days prior to the Company with the payment filing of any taxes due hereunder, the Sellers’ Pro Rata Amount Tax Return of the costs and expenses incurred by the Purchaser Transferred Companies or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends their Subsidiaries for any taxable periods ending after the Closing Date (a "Post-Closing Tax Return") which includes any Seller's Post-Closing Taxes, Buyer shall be taken into account provide Seller with a copy of the return along with Buyer's calculation of Seller's Post-Closing Taxes related thereto. Unless Seller disagrees with Buyer's calculation, within 30 days of receipt of these items, Seller shall pay to Buyer an amount equal to the excess of Seller's Post- Closing Taxes over the sum of (i) the amount paid by Seller in respect of Taxes in respect of Straddle Periods prior to the Closing Date and (ii) the amount shown as though the relevant Tax period ended a liability on the Closing DateBalance Sheet in respect of Straddle Periods. All determinations necessary If Seller disagrees with Buyer's calculation of Seller's Post-Closing Taxes, Seller may instead deliver a notice to give effect Buyer disagreeing with such calculation and setting forth Seller's calculation of such amount or amounts, along with the amount Seller calculated as Seller's Post-Closing Taxes. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees and Seller shall be deemed to have agreed with all other items and amounts of Seller's Post-Closing Taxes. (c) If a notice of disagreement shall be delivered pursuant to Section 10.4(b), the parties hereto shall, during the 15 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts. If, during such period, the parties are unable to reach such agreement, they shall promptly thereafter select an Independent Accounting Firm and request that such firm promptly review the disputed items or amounts for the purpose of calculating Seller's Post-Closing Taxes. Such Independent Accounting Firm shall deliver to Seller and Buyer, as promptly as practicable, a report setting forth such calculation or calculations. Such report shall be final, conclusive and binding upon the parties hereto, and Seller shall pay to Buyer an amount equal to the foregoing allocations excess of Seller's Post-Closing Taxes as calculated by such Independent Accounting Firm over the sum of (i) the amount paid by Seller in respect of Taxes in respect of Straddle Periods prior to the Closing Date and (ii) the amount shown as a liability on the Closing Balance Sheet in respect of Straddle Periods within five business days after receipt of such report. The cost of such review and report shall be made in a reasonable manner as agreed to borne equally by the partiesSeller and Buyer.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company Target for Tax periods that periods, which begin before the Closing Date and end after the Closing Date. To Seller agrees, to indemnify and hold Buyer and the Target harmless against, and will reimburse Buyer (or, at Buyer option, the Target or an affiliate of Buyer) within fifteen (15) days of 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 or before the Closing Date to the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending accrued on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to For purposes of this Section, in the Company with the payment case of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits credit relating to a Tax Taxable period that begins before and ends after the Closing Date, the portion of such Tax credit which relates to the portion of such Taxable period ending on the Closing Date shall be taken into account the amount which bears the same relationship to the total amount of such Tax credit as though the relevant Tax period ended on amount of Taxes described in (y) above bears to the Closing Datetotal amount of Taxes for such Taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Company Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Purchaser shall permit the Shareholder to review each such Tax Return described in the preceding sentence prior to filing and shall consider any reasonable comments of the Shareholder thereto. To the extent permitted by applicable law and except for any change in accounting methods, such Taxes are not fully reserved returns shall be prepared in a manner consistent with returns filed for in the Company’s financial statements, the Sellers prior years. The Shareholder shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and the Company Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateClosing. To the extent The Buyer shall permit Shareholders to review and comment on each such Taxes are not fully reserved for Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable periods ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for such periods for Tax Liability shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent Purchaser shall permit Sellers’ Representative to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, preceding sentence at least 15 days prior to the due date for such Tax Returns and shall make such revisions to such Tax Returns as are reasonably requested by Sellers’ Representative. Sellers shall pay to Purchaser within 3 days before the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by in the Company or aggregate exceed the Purchaser for a period beginning prior to aggregate amount of Taxes reflected in the Closing DateFinal Net Working Capital. For purposes of this SectionSection 6.7, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesapplicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax taxable periods that which begin before the Closing Date and end after the Closing Date. To The Sellers shall be responsible for all Taxes of Sellers and the Company which relate to the portions ending at the close of business on the Closing Date of any taxable periods to the extent such Taxes are have not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be already been paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid including payments made by the Company or the Purchaser for a period beginning Sellers prior to the Closing) other than with respect to the Company the Tax reserve set forth on the face of the most recent balance sheet (rather than in any notes thereto)(excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) to the extent reflected in Closing DateNet Asset Value as finally determined pursuant to Section 1.4. The Sellers shall pay to (or as directed by the company) any such amounts relating to the Company, and such payments shall be made in each applicable case by no later than five (5) business days prior to the due date for paying such amount of Taxes to the relevant tax authority. For purposes of this SectionSection 7.3, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending at the close of business on the Closing Date shall (ia) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended at the close of business on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though on a basis consistent with the relevant Tax period ended on allocations made pursuant to the Closing Datepreceding sentence. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner that endeavors to be consistent with the prior practice of the Company to the extent such practice complies with applicable law. Notwithstanding anything to the contrary elsewhere in this Agreement, any Tax liability of Holdings or the Company resulting from income or gain recognized under Section 1374 of the Code as agreed to by a result of any actual or deemed asset sale (and for all corresponding foreign, state and local tax law purposes) shall be the partiesresponsibility of the Seller.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser North American shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent North American shall permit Transferor to review and comment on each such Taxes are not fully reserved for Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Transferor shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers North American within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company XxXxx for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not accrued on the Closing Balance Sheet or were not paid previously by Seller. The Buyer shall reimburse the Seller for the amount of any excess Taxes paid by Seller in respect of the Company or the Purchaser for a period beginning prior to the Closing DateDate upon receipt of a corresponding refund or credit for overpayment, to the extent such amount exceeds any related Tax assets set forth in the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of Date (in such latter case, any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating loss carryovers, tax credit carryovers, and similar tax attribute carryovers from a Tax period ending before the Closing Date to a Tax period that which begins before the Closing Date and ends after the Closing Date shall be taken into account as though applied first to the relevant Tax period ended on through the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties).

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company ABPH for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Closing Date Balance Sheet. For purposes of this SectionSection 9.05, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (iA) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiB) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of ABPH.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company respective company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company Companies or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company Seller or TPC in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of for the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent Purchaser shall permit Seller to review and comment on all such Taxes are not fully reserved for Tax Returns described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or portion of such taxable period ending on the Purchaser Closing Date to the extent such Taxes are not reflected in the reserve for a period beginning prior Tax Liability (other than any reserve for deferred Taxes established to reflect timing differences between income for book purposes versus income for Tax purposes) shown on the face of the balance sheets of the Companies as of the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates Taxes which relate to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or income, receipts, profits or gains be deemed to be the amount of such Tax 44 Taxes for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax Taxes based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods that begin on or before the Closing Date and end after the Closing DateDate (“Straddle Period”). To Any Tax Return for any Straddle Period shall be prepared in a manner and utilizing judgments consistent with the extent Acquired Companies’ prior practice, unless such Taxes practices, manner or judgments are not fully reserved for in unreasonable or improper. Purchaser shall provide the Company’s financial statementsSellers’ Representative with copies of such Tax Returns at least thirty (30) days prior to the filing thereof, and shall make such revisions to such Tax Returns as are reasonably requested by the Sellers’ Representative. Sellers shall pay to Purchaser within ten (10) days prior to the Company filing of a Straddle Period Tax Return, an amount equal to the unreserved portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 8.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes (including real property Taxes and other property Taxes) other than Taxes based upon or related to income or receiptsreceipts (or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event), be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receiptsreceipts (including franchise Taxes) or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event, the Tax payable by Sellers shall be deemed equal to the amount that would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount Date based on an interim closing of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing books as of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after end of the Closing Date (and for such purpose, the taxable period of any partnership or pass-through entity will be deemed terminated at such time); provided however that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be taken into account as though the relevant Tax period ended apportioned on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesdaily basis.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes Taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Acquiror shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the "Short Period Returns"). To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Significant Target Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Acquiror within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Target.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Except as otherwise provided in Section 9(b), Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax taxable periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after the Sellers' receipt of written notice from the Company Buyer that Buyer or the Purchaser that Target has paid Taxes with respect to such periods in an amount equal to the portion of such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To All such Tax Returns shall (i) be prepared in accordance with applicable Law, and to the extent consistent therewith, in a manner consistent with the prior practice of the Company, (ii) be provided to the Shareholder Representative for its review and comment at least thirty (30) days prior to the due date of such Tax Return, and (iii) revised prior to their filing to reflect any changes reasonably requested by the Shareholder Representative. Except to the extent such Taxes arise out of or relate to the Section 338(h)(10) Election or are not fully reserved for in the Company’s financial statementsTransfer Taxes allocated to Parent under Section 7.9, the Sellers Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Parent within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Tax period ending on the Closing DateDate to the extent such Taxes are not reflected as a liability in the Final Working Capital Schedule. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and any (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Seller and Parent shall prepare or cause to be prepared and file or cause to be filed any all Malaysian income Tax Returns of for the Company for all Tax periods that which begin before the Closing Date and end after the Closing DateDate (any such period, a “Straddle Tax Period”), which shall be reasonably satisfactory to Buyer and the Company, and Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns (other than Malaysian income Tax returns) for all Straddle Tax Periods, which shall be reasonably satisfactory to Seller and Parent. To Buyer shall provide, or shall cause the Company to provide, any documents reasonably requested by Seller or Parent in order to enable Seller and Parent to complete such Malaysian income Tax Returns. Seller and Parent shall permit Buyer to review and comment on each such Malaysian income Tax Return described in this Section 11.4(b) prior to filing. Any portion of any Tax which must be paid in connection with any Straddle Tax Period, to the extent such Taxes are not fully reserved for in attributable to any period or portion of a period ending after the Company’s financial statementsClosing Date, the Sellers shall pay be referred to herein as “Post-Closing Taxes.” Buyer shall pay, or cause the Company to pay, an amount equal to the unreserved portion Post-Closing Taxes due with any Tax Returns for any Straddle Tax Period upon the filing of any such Tax Return with the appropriate governmental authorities, and Buyer and the Company shall indemnify and hold Seller and Parent harmless against and from all Post-Closing Taxes. Any Taxes that relates due related to any Straddle Tax Period other than Post-Closing Taxes are referred to herein as “Pre-Closing Taxes.” Seller and Parent shall pay an amount equal to the portion Pre-Closing Taxes due with any Tax Return for any Straddle Tax Period upon the filing of any such Tax Return with the appropriate governmental authorities, and Seller and Parent shall indemnify and hold Buyer and the Company harmless against and from all Pre-Closing Taxes. Where the Post-Closing Taxes involve a period which begins before and ends after the Closing Date, such Post-Closing Taxes shall be calculated as though the taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser ; provided that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed Tax not based 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 that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, such Post- Closing Taxes shall be deemed equal to be the amount of such Tax for the entire Tax period taxable year, multiplied by a fraction fraction, the numerator of which is shall be the number of days from the day after the Closing Date through the end of the taxable year and the denominator of which shall be the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiestaxable year.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes are not fully reserved for in treated as a Closing Tax Liability) at least ten (10) days before Buyer is required to cause to be paid the Company’s financial statementsrelated Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion taxable year of the Tax period ending Companies terminated as of the close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of the Company. Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify and hold Buyer harmless against, all Taxes attributable to or arising out of the failure of the Companies to be qualified as agreed an "S corporation" at any time prior to by the partiesClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company FRE for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Sellers shall pay to the Company within 15 days after the dateon 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 fully reserved for reflected in the Company’s financial statements, reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateCurrent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (i) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of FRE.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall cause the Company or the Purchaser shall Group Entities to prepare or cause to be prepared prepared, in a manner consistent with past practice, and, if applicable, in a manner consistent with Section 7.11, and file or cause to be filed any Tax Returns of for the Company Group Entities for Tax periods that begin on or before the Closing Date and end after the Closing DateDate (a “Straddle Period”). To The Buyer shall permit or shall cause the extent Company Group Entities to permit the Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers shall pay preceding sentence prior to the Company an amount equal filing and to the unreserved portion of make such Taxes that relates revisions to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid Returns as are reasonably requested by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateSeller. For all purposes of this SectionAgreement, 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 Dateany Straddle Period, the portion amount of such Tax that relates Taxes allocable to the portion of such Tax period the Straddle Period ending on the Closing Date shall be deemed to be: (i) in the case of any Taxes other than Taxes based upon imposed on a periodic basis (such as real or related to income or receiptspersonal property Taxes), be deemed to be the amount of such Tax Taxes for the entire Tax period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the Tax period Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Tax period (the “Pro Rata Amount”), relevant Straddle Period; and (ii) in the case of any Tax Taxes not described in (i) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be deemed equal determined as if such taxable period ended as of the end of the Closing Date. Without duplication of any right to recovery herein, for any such Pre-Closing Tax Returns reporting Taxes imposed on a Company Group Entity and for which a Company Group Entity is primarily liable under Law, the Seller shall reimburse the Buyer for such Taxes paid by or on behalf of a Company Group Entity reflected on such Tax Returns for a Straddle Period allocable to the amount that would be payable if the relevant Tax period ended portion of such Straddle Period ending on the Closing Date. The Sellers Buyer shall pay have the right to represent the Company Group Entities with respect to any Tax claims or audits with respect to all Straddle Periods; provided, however, that with respect to any such Tax matters other than with respect to each Tax Equity Partnership and its Subsidiaries, (w) the Buyer shall keep the Seller reasonably and timely informed with respect to the Company with the payment commencement, status and nature of any taxes due hereundersuch Tax claim or audit, (x) the Seller shall have the right to participate in (but not to settle) any such Tax claim or audit at its expense, (y) the Seller shall not settle any such Tax claims or audits without the consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that with respect to the Tax Equity Partnerships, the Sellers’ Pro Rata Amount Buyer shall have such rights only to the extent expressly permitted by the Tax Equity Partnership Agreements and the Seller’s rights under this Section 7.9(b) shall apply only as to such rights of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of Buyer under the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesEquity Partnership Agreements.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the The Sellers shall pay to the Company within five Business Days of demand therefor (but not earlier than 20 days prior to the due date) an amount equal to the unreserved portion of the Taxes with respect to such Taxes that periods, which relates to the portion of the Tax such Taxable period ending on the Closing DateDate to the extent the Sellers would be obligated to indemnify the Purchaser under Section 7.1(a)(iii) of this Agreement. Such payment, if any, All such Tax Returns shall be paid by delivered to the Sellers within for the Sellers' review and consent, which shall not to be unreasonably withheld, at least fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning Business Days prior to the Closing Datefiling. For purposes of this Sectionsubsection, 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Taxable period; provided that no amount of Tax period payable by the Sellers pursuant to this subsection (x) shall exceed the “Pro Rata Amount”)proportionate amount that would have been allocable to the Sellers had no new assets that give rise to a Tax pursuant to this clause (x) been acquired or added by the Company after the Closing Date, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.the

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause caused to be prepared and shall file or cause caused to be filed any Tax Returns of the Company for Tax Taxable periods that begin before the Closing Date and end after the Closing Date, if any (a “Straddle Period”). To the extent such Taxes are not fully reserved for in Parent shall provide a copy of the Company’s financial statements, portion of such Straddle Period Tax Returns for the Sellers Stockholder Representative’s review and comment at least fifteen Business Days prior to the date for filing such Tax Returns and Parent shall make such revisions to such Tax Returns reasonably requested by the Stockholder Representative with respect to matters that may reasonably be expected to materially and adversely affect the Stakeholders. The Stockholder Representative shall deliver its comments on such Tax Return to Parent at least ten days prior to the due date of such Tax Return. The Stockholder Representative shall pay to Parent within ten (10) days after the Company date on which Taxes are paid with respect to such Straddle Periods an amount equal to the unreserved portion of such Taxes that relates to the portion of Pre-Closing Period, to the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were not paid by the Company on or the Purchaser for a period beginning prior to before the Closing Date. For purposes of this SectionSection 8.5, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (ia) in the case of any Taxes other than Taxes based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses (other than Transfer Taxes), be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period ending that ends on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iib) in the case of any Tax based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Pre-Closing Date Period shall be taken into account as though under clause (b) in the relevant immediately preceding sentence. The preparation and filing of any Tax period ended on Return of the Company that does not relate to a Pre-Closing Date. All determinations necessary to give effect to the foregoing allocations Period or a Straddle Period shall be made in a reasonable manner as agreed to by exclusively within the partiescontrol of Parent.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser --------------------------------------------------------------- Buyer shall prepare or cause to be prepared and file or cause to be filed any Returns tax returns of the Company Target for Tax tax periods that which begin before the Closing Date and end after the Closing Date. To Xxxxxxxx'x obligation to reimburse the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company Buyer an amount equal to the unreserved portion of such Taxes that taxes which relates to the portion of the Tax such taxable period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior Date to the Closing Dateextent such taxes are not reflected in the reserve for tax liability is set forth in Section 7.2. For purposes of this Section, in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that tax which relates to the portion of such Tax taxable period ending on the Closing Date shall (ia) in the case of any Taxes taxes other than Taxes taxes based upon or related to income or receipts, be deemed to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iib) in the case of any Tax tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though allocated in the relevant Tax period ended on the Closing Datesame manner. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred taxes established to reflect timing differences between book and Tax income) shown on the face of the Pro Forma Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , shall be referred to herein as “Pre-Closing Taxes.” Sellers shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns, to the extent such Taxes are not fully reserved for in accrued as a current liability and used to reduce the Company’s financial statements, the Sellers shall Purchase Price at least ten (10) days before Buyer is required to pay to or cause the Company an amount equal to pay the unreserved portion of related Tax liability. If the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes that relates to shall be calculated as though the portion taxable year of the Tax period ending Company terminated as of the close of business (Eastern time) on the Closing Date. Such payment; provided, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser however that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a Tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer --------------------------------------------------------------- shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany .

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Parent shall permit the extent Shareholders’ Representative to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. The Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Parent within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Company’s balance sheet as of March 31, 2006. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Returns tax returns of the Company for Tax tax periods that which begin before the Closing Date and end after the Closing Date. To Buyer shall permit the extent Sellers to review and comment upon each such Taxes are not fully reserved for tax return described in the Company’s financial statements, the preceding sentence prior to filing. Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt of written notice from the Company or the Purchaser that date on which taxes are paid with respect to such Taxes were paid by the Company or the Purchaser for a period beginning prior periods an amount equal to the portion of such taxes which relates to the portion of such taxable period ending on the Closing DateDate to the extent such taxes are not reflected in the tax liability shown on the unaudited Closing Date Balance Sheet. For purposes of this Section, in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that tax which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes taxes other than Taxes taxes based upon or related to income or receipts, be deemed to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date Date, and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), taxable period; and (ii) in the case of any Tax tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit Seller to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , shall be referred to herein as "PRE-CLOSING TAXES." Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes are not fully reserved for in accrued as a liability on the Company’s financial statementsClosing Balance Sheet used to determine the Final Purchase Price pursuant to Section 2.3) at least ten (10) days before Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the Sellers shall pay to taxable year of the Company an amount equal to the unreserved portion of such Taxes that relates to the portion terminated as of the Tax period ending close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statementsFinal Financial Statements (as defined in Section 11), the Sellers Seller shall pay to the Company Purchaser an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company Purchaser with the payment of any taxes due hereunder, the Sellers’ Seller’s Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent The Buyer shall permit Shareholders to review and comment on each such Taxes are not fully reserved for Tax return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability shown on the face of the Most Recent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any other Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company ADVI for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Sellers shall pay to the Company within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateCurrent Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of ADVI.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and shall file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To Buyer shall provide a copy of such Tax Returns for Sellers' review at least fifteen (15) days prior to the extent date for filing such Taxes are not fully reserved for in the Company’s financial statements, the Tax Returns. Sellers shall pay to Buyer within fifteen (15) days after the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by the Company or the Purchaser for a period beginning prior to are not reflected in the Closing DateDate Balance Sheet and used in calculating the Adjusted Working Capital. For purposes of this SectionSection 5.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period ending that ends on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income income, receipts, wages, capital expenditures, or receiptsexpenses, be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall shall: (iA) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), Taxable period; and (iiB) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date, if any. To It is contemplated by the extent such Taxes are not fully reserved Parties that the Company will no longer by eligible for in S Corporation status and will file as a regular Subchapter C corporation beginning the Company’s financial statements, day after the Sellers Closing Date. The Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the latest Company Financial Statements as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company. 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 which includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (i) 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 Tax Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended ending on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that which begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations allocation shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Buyer shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by which relates to the Company or the Purchaser for a portion of such Tax period beginning prior to after the Closing Date. For purposes of this Sectionsection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on beginning after the Closing Date shall (ix) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period ending on beginning after the Closing Date and the denominator of which is the number of days in the entire Tax period (provided that such allocation of Taxes shall be equitably adjusted to reflect any material acquisitions or dispositions of property during the “Pro Rata Amount”), Tax period) and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on began after the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable manner as agreed to by prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company (other than income Tax Returns for which a consolidated Tax Return is to be submitted) with respect to for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall timely pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of each such Overlap Period Tax Return at least thirty (30) days prior to the due date for filing such Tax Return. At least fifteen (15) days prior to the due date for the filing of such Tax Return, 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 Return. 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. The Seller Entities shall pay to the 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 fully reserved for in on the Company’s financial statements, the Sellers shall pay to balance sheet of the Company an amount equal to for the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateMost Recent Fiscal Month End. For purposes of this SectionSection 9, 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 Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receiptssales and use Tax, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company BICO for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date (the "PRE-CLOSING PERIOD") shall (i) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practices of BICO.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall duly and timely prepare or cause to be prepared duly and timely prepared, in accordance with past practice, except as required by Applicable Law, and file or cause to be filed any Tax Returns of the Company and the Company Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the "Straddle Period Returns"). To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Escrow Agent shall pay deliver to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Parent within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date (the "Pre-Closing Tax") shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and the Company Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, any Tax Returns of the Company ExRes and its Subsidiaries for Tax any periods that begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”). To Buyer shall provide substantially final drafts of such Tax Returns to the extent Stockholders’ Representative no later than 15 calendar days prior to the due date for such Taxes are not fully reserved for Tax Returns (including applicable extension periods) and shall incorporate any reasonable comments relating to such Tax Returns timely provided in writing by the Company’s financial statements, the Sellers Stockholders’ Representative. The Stockholders’ Representative shall pay to the Company Buyer an amount equal to the unreserved portion of such Taxes that relates to the portion of the such Straddle Tax period Period ending on and including the Closing Date, that has not already been paid by ExRes and its Subsidiaries prior to Closing. Such payment, if any, Any such payment for Taxes for any Straddle Tax Period shall be paid made by the Sellers Stockholders’ Representative to Buyer within fifteen (15) five calendar days after receipt of written notice from the Company or date when Buyer notifies the Purchaser that Stockholders’ Representative of an amount of such Taxes were paid by the Company or the Purchaser for a period beginning prior that is payable to the Closing Daterelevant Taxing Authority. For purposes of this SectionSection 5.8(a)(ii), 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 DateStraddle Tax Period, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall shall: (iA) in the case of any Taxes Tax other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), period; and (iiB) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Any credits for Tax Returns. Any net operating losses or credits paid relating to a Straddle Tax period that begins before and ends after the Closing Date Period shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date, which Tax Returns shall be prepared in a manner consistent with the Acquired Subsidiaries’ prior practice, if any. To Upon Xxxxx’ request, Buyer shall permit Xxxxx to review and comment on each such Tax Return at least twenty (20) days prior to filing; provided, that Buyer shall not be required to make any changes to such Tax Returns, unless such changes are necessary for such Tax Returns to comply with the extent such Taxes are not fully reserved for in prior practices of the Company’s financial statements, the Sellers Acquired Subsidiaries or applicable Law. Xxxxx shall pay to Buyer within ten (10) days after the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by but only to the Sellers within fifteen (15) days after receipt extent in excess of written notice from the Company or the Purchaser that any amount accrued for such Taxes were paid by the Company or the Purchaser for a period beginning prior to on the Closing DateStatement. For purposes of this SectionSection 6.12(a)(iii), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income income, sales, payroll or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income income, sales, payroll or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers ; provided, that any deductions relating to Indebtedness or Transaction Expenses shall pay be allocated to the Company with the payment portion of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a such Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended ending on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared prepared, in a manner consistent with those of prior tax returns, and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the Target Stockholders Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Target Stockholders Representative shall use their reasonable best efforts to resolve any disputes regarding any such Tax Returns, and if such parties cannot resolve such dispute between themselves, they shall follow the dispute resolution process set forth in Section 11A. The Target Stockholders shall pay to the Buyer within 15 days of 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 fully reserved for reflected in the Company’s financial statements, reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateLatest Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Telecom for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Telecom shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements. (For purposes of this SectionSection 9.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (i) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesconsistent with prior practice of Telecom.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company respective company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Seller within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers Seller shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Seller’s Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for , in the Company’s financial statementsa manner consistent with prior Tax Returns, the Sellers shall pay subject to the Company review and approval of Holdco. The Purchaser shall be reimbursed by the Sellers, on a joint and several basis, for an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such Taxable period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Date within fifteen (15) days after receipt of written notice from payment by the Purchaser or the Company or of such Taxes, except to the Purchaser that extent such Taxes were paid by reflected as a liability on the Company or the Purchaser for a period beginning prior to the Closing DateFinal Working Capital Schedule. For purposes of this SectionAgreement, 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 that relates to the portion of such Tax Taxable period ending on the Closing Date shall shall, (iy) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiz) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Company Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Spray Ventures shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Current Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to consistent with prior practice of the Company and the Company Subsidiaries. Spray Ventures will also, within fifteen (15) days after the filing of any such Tax Return, reimburse the Purchaser, the Company and the Company Subsidiaries for Spray Ventures' allocable share of any expenses incurred in the preparation and filing of such Tax Returns. Such allocable share of expenses shall be based on the portion of Taxes due on such Tax Return payable by the partiesSpray Ventures.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Buyer and the Purchaser Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax tax periods that begin before the Closing Date and end after the Closing DateDate and pay all Taxes owed by the Company for such periods, including all payroll taxes relating to distributions of the Bonus Retention Escrow Amount. To Contemporaneously with any distributions from the extent such Taxes are not fully reserved for in the Company’s financial statementsBonus Retention Escrow Amount, the Sellers Shareholder Representative shall direct the Bonus Retention Escrow Agent to distribute to the Surviving Corporation an amount necessary for the Surviving Corporation to pay all required payroll or other withholding taxes relating to such distribution from the Bonus Retention Escrow Agreement. The Shareholder Representative shall direct the Escrow Agent to pay to the Company an amount equal to Surviving Corporation from funds comprising the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Escrow Amount within fifteen (15) days after receipt the date on which such Taxes are paid with respect to such periods an amount equal to the portion of written notice from such Taxes that relate to the Company portion of such taxable period ending on the Closing Date that were not paid before the Closing Date or that were not reserved for on the Purchaser Closing Date Balance Sheet in a manner consistent with past practice of the Company, except to the extent that such Taxes were paid by are allowable and recoverable costs for inclusion in the Company or the Purchaser for a period beginning prior to the Closing Datecosts of agreements with Governmental Entities. For purposes of this SectionSection 8.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable by the Company for a Taxable taxable period that includes (but does not end on) ends after the Closing Date, the portion of such Tax that payable by the Company which relates to the portion of such Tax taxable period ending on the day before the Closing Date shall (i) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable by the Company if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins day before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany (taking into account (i) the Tax status of the Company for such period, including its Subchapter S corporation status for federal income Tax purposes and any similar status for other Tax purposes, and (ii) Taxes that are allowable costs and recoverable for inclusion in the costs of agreements with Governmental Entities).

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Purchasers shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Stockholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchasers within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) 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 Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that periods, which begin before the Closing Date Date, and end after the Closing Date. To The Buyer shall deliver any such Tax Return prepared by the Buyer to the Sellers’ Representative for the Sellers’ Representative’s review and approval at least thirty (30) days before such Tax Return is due. The Sellers shall pay to Buyer within three (3) 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 fully reserved for reflected in the Company’s financial statements, reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Sellers shall face of the Closing Balance Sheet. Should Seller fail to pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the its pro-rata portion of the Tax period ending on the Closing Date. Such paymenttax due, if any, shall such amount due may be paid by the Sellers within fifteen (15) days after receipt of written notice deducted from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior any and all amounts due to the Closing DateSeller under this Agreement. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (i) 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 Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company MM&S for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. 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 that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) 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 Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.consistent with prior practice of MM&S.