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 Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). The Seller Parties shall pay to the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working Capital. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax related to the portion of such Straddle Period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) below, be deemed equal to 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, and (ii) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall Buyer shall, at its own expense, prepare or cause to be prepared and timely file or cause timely to be filed any Tax Returns of the Company Acquired Companies for Tax periods which that begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Provided Buyer has complied with the procedures outlined in Section 5.7(c) hereof, Buyer shall be reimbursed by Seller Parties shall pay for an amount equal to the Purchaser portion of the Taxes (less any prepayment of Taxes) shown as due on such Tax Returns that relate to the portion of such Taxable period ending on December 31, 2007 within fifteen (15) days after receipt by Seller of notice from Buyer that payment by Buyer or the date applicable Acquired Company of such Taxes has been made. For purposes of this Section 5.7(b) and Section 8.1(d), in the case of any Income Taxes that are imposed on which Taxes a periodic basis and are paid with respect to such Straddle Periods an amount equal to payable for a Taxable period that includes (but does not end on) December 31, 2007, the portion of such Taxes which Income Tax that relates to the portion of such Straddle Period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working Capital. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax related to the portion of such Straddle Period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) below, be deemed equal to 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 Taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax periodDecember 31, and (ii) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, 2007 shall be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on December 31, 2007. The portion of any Taxes other than Income Tax that relates to the period ending on December 31, 2007 shall be determined on a daily pro rata basis. Any credits or estimated tax payments relating to a Taxable period that begins before and included ends after December 31, 2007 shall be taken into account as though the Closing Daterelevant Taxable period ended on December 31, 2007. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Acquired Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (ii) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and included ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Subsidiaries for Tax tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes shown on such Tax Returns are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal to the amount be amounts 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target and its Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Target and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)or any other Tax Returns of the Company not described in Section 8.1 which are due after the Closing Date. The Seller Parties Sellers shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on or before the Closing Date to the extent such Taxes are not reflected in a the reserve for Tax liability 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 Adjustment Statement and included in the computation of Net Working CapitalInterim Financial Statements. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (ia) in the case of any sales, use, transfer or other similar Taxes, and in the case of employment, payroll or other similar Taxes, be based on an interim closing of the books as of the Closing Date and (b) in the case of any Taxes not described in subsection (a) above (other than those described in clause (ii) belowTaxes based upon or related to income or receipts), be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, . Any credits relating to a Taxable period that begins before and (ii) in ends after the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, Closing Date shall be deemed equal to the amount which would be payable if taken into account as though the relevant Tax Taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of for the Company Acquired Entities for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser Buyer within fifteen (15) days after of the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection 9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related Taxes which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, income be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Acquired Entities.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Except as provided in the immediately following sentence, Sellers, as directors of the Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (Date, subject to Telepad's prior review and approval. If, as a “Straddle Period”). The Seller Parties result of the transfer of the Shares hereunder to Telepad, the Company or Telepad is required or agrees to file a Tax Return or pay Taxes for a period which includes the Closing Date, Sellers shall pay to the Purchaser Company or Telepad, as the case may be, within fifteen (15) 15 days after the date on which Taxes taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection 8.01(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowthe Taxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (ii) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxesreceipts, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser within fifteen Buyer no later than five (155) days after before the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection 8.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxesreceipts, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser Buyer within fifteen (15) days after of the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent such Taxes are not exceed the reserves therefor reflected in as a 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 Adjustment Statement and included in the computation of Net Actual Closing Working CapitalCapital as finally determined in accordance with Section 1.2. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related Taxes which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, income be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser within fifteen (15) days after of the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent the amounts of such Taxes are not reflected utilized in a reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on determining the face of the Final Closing Adjustment Statement and included in the computation of Net Actual Working Capital. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related Taxes which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, income be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns and timely pay Taxes due and owing (subject to the indemnification provisions of the Company this Agreement) of Acquired Corporation for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent such Taxes are not reflected in a the reserve for Tax liability 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 Adjustment Statement and included in the computation of Net Working CapitalDate Balance Sheet. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date.the

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Straddle Periods. Buyer shall permit the Shareholder to review each such Tax periods which begin before Return described in the Closing Date and end after the Closing Date (a “Straddle Period”)preceding sentence prior to filing. The Seller Parties Shareholder shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowreal and personal property Taxes, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (iiy) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxesother Tax, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company for Tax tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Stockholder shall pay to the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a the reserve for Tax 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 Adjustment Statement and included in the computation of Net Working CapitalBalance Sheet. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Sellers shall pay to the Purchaser within fifteen (15) days after of the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent the amounts of such Taxes are not reflected utilized in a reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on determining the face of the Final Closing Adjustment Statement and included in the computation of Actual Net Working CapitalEquity. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related Taxes which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to receipts or income, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments receipts or receipts (including sales and use Taxes), or employment or payroll Taxes, income be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and each of its Subsidiaries jointly by the Purchaser and the Representative.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Holdings shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of relating to the Company Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Loewen shall pay to the Purchaser Hoxxxxxx within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection 8.2(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (iA) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (iiB) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Subsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Partnership shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which that begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Contributors shall pay to the Purchaser Partnership within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which that relates to the portion of such Straddle Period Taxable period ending on the end of or prior to the Closing Date to the extent such Taxes are were not reflected in a 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 Adjustment Statement and included in the computation of Net Working Capitalfunded by Contributors at Closing. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related that relates to the portion of such Straddle Period period ending on and including the end of or prior to the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the end of or prior to the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the end of the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the end of or prior to the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Surviving Corporation for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Xxxxxxx and the Shareholder Trust, jointly and severally, shall pay to the Purchaser Surviving Corporation within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection 5.11(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (iiy) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Tax period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTax period that includes (but does not end on) the Closing Date, such Tax shall be apportioned to each day in the relevant Tax period on a pro rata basis, and in the case of any Tax based upon or related to income or receipts, the portion of such Tax related which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) below, be deemed equal to 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, and (ii) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date. The portion of any Tax which relates to the portion of such Tax period ending on the Closing Date shall (a) be payable by the Seller, and (b) shall not include any Taxes attributable to actions taken by the Buyer on the Closing Date. Any 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 prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each corporation comprising the Company AFA Group and Agro for Tax tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties and the Agro Seller shall pay to the Purchaser Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax tax income) shown on the face of the Final Closing Adjustment Statement and included in the computation of Net Working CapitalBalance Sheet. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (ix) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (iiy) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date.the

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of the Company for all Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). The Seller Parties Date, and the Company shall pay all Taxes due, provided however that Majority Shareholders shall promptly reimburse Purchaser and the Company (i) for any Taxes of Company to the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods an amount equal extent allocable to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on or prior to the Closing Date and (ii) 50% of the costs of preparing and filing such Tax Returns, in each case, to the extent that such Taxes amounts are not reflected in a reserve for Tax the calculation of Final Net Worth, (such Taxes not reflected in said calculation hereinafter being referred to as "Section 11.5 Unexpected Taxes"); and provided further, that the Majority Shareholders' aggregate liability (rather than any reserve for deferred Taxes established under this Section 11.5 and Section 11.3 shall be limited to reflect timing differences between book and Tax income) shown on the face amount by which Final Net Worth, after reduction by the amount of the Final Closing Adjustment Statement and included in the computation of Net Working CapitalUnexpected Taxes, would have been less than $1,100,000. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreementpreceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related that is allocable to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowIncome Taxes, be deemed equal 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 portion of the taxable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (ii) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll TaxesIncome Tax, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The With -------------------------------------------------------------- the assistance of and subject to review by Old Mutual, the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns for each of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Old Mutual shall pay to the Purchaser within fifteen (15) days after of the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent the amounts of such Taxes are not reflected utilized in a reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on determining the face of the Final Closing Adjustment Statement and included in the computation of Actual Net Working CapitalTangible Assets. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related Taxes which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (ii) in the case of any Taxes Tax based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, income be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Major Stockholder shall pay to reimburse the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date Date, except to the extent such Taxes are not were reflected in as a reserve for Tax current liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face Final Working Capital Schedule, within ten (10) Business Days after payment by the Purchaser or the Company of the Final Closing Adjustment Statement and included in the computation of Net Working Capitalsuch Taxes. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this AgreementSection 6.9(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period Taxable period ending on and including the Closing Date shall be (i) in the case of any Taxes other than those described in clause imposed on a periodic basis (ii) belowsuch as real or personal property Taxes), be deemed equal to 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax Taxable period, and (ii) in the case of any Taxes not described in clause (i) (such as franchise Taxes or Taxes that are based upon on or related to income, gains, payments income or receipts (including sales and use Taxesreceipts), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax Taxable period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company to the extent permitted by applicable Law.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Group and the Companies for Tax periods which begin before the Closing Date and end after the Closing Date (Date. Purchaser and the Companies shall afford the Representative a “Straddle Period”). The Seller Parties shall pay reasonable opportunity to review the Purchaser within fifteen (15) days proposed form of any state income Tax Return of the Group and the Companies for any period that begins before and ends after the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to and shall not file any such Tax Return without the extent such Taxes are not reflected in a 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 prior written consent of the Final Closing Adjustment Statement and included Representative, which consent shall not be unreasonably withheld. Revisions reasonably requested by the Representative to such proposed Tax Returns shall be considered in good faith by the computation of Net Working CapitalPurchaser. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTax period that includes (but does not end on) the Closing Date, the portion of such Tax related that relates to the portion of such Straddle Period Tax period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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, and (ii) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxesreceipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser shall will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle PeriodTax Periods”). The Seller Parties shall pay Except as otherwise required by applicable Law, such Tax Returns will be prepared in a manner consistent with Tax Returns prepared and filed by the Company prior to the Purchaser within fifteen Closing Date. At least thirty (1530) days after prior to the date on which each such Tax Return is filed (including any applicable extensions), the Purchaser shall submit such Tax Return to the Stockholders for the Stockholders’ review and approval, which approval shall not be unreasonably withheld or delayed. For purposes of this Section 5.9, in the case of any Taxes that are paid with respect to such Straddle Periods an amount equal to 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 Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working Capital. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax related to the portion of such Straddle Period ending on and including day immediately preceding the Closing Date shall will (i) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income, be deemed equal 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 and including the day immediately preceding the Closing Date and the denominator of which is the number of days in the entire Tax period, taxable period and (ii) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the day immediately preceding the Closing Date. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with prior practices of the Companies.

Tax Periods Beginning Before and Ending After the Closing Date. 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 tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Shareholder Representative shall pay be permitted to review, comment and approve that portion of each such Tax Return related to the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date prior to filing, which approval the extent such Taxes are Shareholder Representative will not reflected in a 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 Adjustment Statement and included in the computation of Net Working Capitalunreasonably withhold or delay. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related that relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (ii) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past custom and prior practice of the Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Purchaser Company 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”)Date. The Seller Parties Stockholders shall pay to the Purchaser Parent within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreementsubsection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax related which relates to the portion of such Straddle Period taxable period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income, wages or other receipts, be deemed equal 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 and including the Closing Date and the denominator of which is the number of days in the entire Tax taxable period, and (ii) in the case of any Taxes based upon or related to income, gains, payments wages or receipts (including sales and use Taxes), or employment or payroll Taxesother receipts, be deemed equal to the amount which would be payable if the relevant Tax taxable period ended on and included the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. 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 which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). The Seller Parties Except to the extent that such Taxes were taken into account in calculating Company Net Cash, the Company Stockholders shall pay to the Purchaser Parent within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date to the extent such Taxes are not reflected in a 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 Adjustment Statement and included in the computation of Net Working CapitalDate. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this Agreementpreceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax related that relates to the portion of such Straddle Period Tax period ending on and including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) belowTaxes based upon or related to income or receipts, be deemed equal 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, and (ii) in the case of any Taxes Tax based upon or related to income, gains, payments income or receipts (including sales and use Taxes), or employment or payroll Taxesreceipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date.