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. (i) Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any Tax Returns of the Company for taxable periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each, a “Straddle Period”). Buyer shall provide a draft copy of such Straddle Period Returns to Holdings for review at least thirty (30) Business Days prior to the due date hereof. Holdings shall provide comments to Buyer at least five (5) Business Days prior to the due date of such returns and Buyer shall make all changes reasonably requested by Holdings in good faith (unless Buyer is advised in writing by its independent outside tax consultant that such changes (i) are contrary to applicable Law, or (ii) are inconsistent with tax positions most recently taken in the Tax Returns of the Company (as applicable) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect to the portion of any Straddle Period commencing after the Closing Date. Notwithstanding any other provisions to the contrary in this Agreement, the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Tax Period, on the Prior Period Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Law, and each of Buyer and Holdings agrees to prepare the Tax Returns described in this Section 5.5, or cause the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intent.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall will timely prepare, or cause to be prepared, and timely file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any all Tax Returns of for the Company for taxable periods that begin before the Closing Date and end after the Closing Date any Straddle Period (collectively, the “Straddle Periods” and each, a “Straddle PeriodPeriod Returns”). Buyer shall will provide a draft copy the Representative with copies of such any Straddle Period Returns to Holdings for review at least thirty (30) Business Days days prior to the due date hereofthereof (giving effect to any extensions thereto) in the case of income Tax 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 relate to the portion of such Tax period ending on the Closing Date (the “Pre-Closing Taxes”). Holdings If the Representative agrees with the Straddle Period Returns and Straddle Statement, the Representative shall provide comments pay to Buyer at least Buyer, not later than five (5) Business Days prior to before the due date for the payment of Taxes with respect to such Straddle Period Returns, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement. If, within twenty (20) days after the receipt of the Straddle Period Returns and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns 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 Returns 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 returns disagreement. If Xxxxx and Buyer the Representative are not able to resolve their disagreement, the dispute shall make all changes reasonably requested 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 Holdings the Party whose calculation of the matter in good faith (unless Buyer is advised in writing disagreement differs the most from the calculation as finally determined by its independent outside tax consultant that the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such changes (i) are contrary to applicable Lawcost will be borne half by the Representative and half by Xxxxx. For purposes of this Section 7.3, or (ii) are inconsistent with tax positions most recently taken in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Returns of the Company period that includes (as applicablebut does not end on) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect , the portion of such Tax that relates to the portion of any Straddle Period commencing after such Tax period ending on the Closing Date. Notwithstanding any other provisions to the contrary in this AgreementDate (i.e., the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income, receipts or payroll, be deemed to equal the amount of such Tax Period, 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 Prior Period Closing Date and the denominator of which is the number of days in the entire Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Lawperiod, and each (b) in the case of Buyer and Holdings agrees any Tax based upon or related to prepare income, receipts or payroll, be deemed to equal the amount that would be payable if the relevant Tax Returns described in this Section 5.5, or cause period ended on the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intentClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall will timely prepare, or cause to be prepared, and timely file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any all Tax Returns of for the Company and its Subsidiaries for taxable periods that begin before the Closing Date and end after the Closing Date any Straddle Period (collectively, the “Straddle Periods” and each, a “Straddle PeriodPeriod Returns”). Buyer shall will provide a draft copy the Representative with copies of such any Straddle Period Returns to Holdings for review at least thirty (30) Business Days days prior to the due date hereofthereof (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”). Holdings shall provide comments If the Representative agrees with the Straddle Period Returns and Straddle Statement, the Representative shall, without duplication of any right to Buyer at least recovery herein, pay to Buyer, not later than five (5) Business Days prior to before the due date for the payment of Taxes with respect to such Straddle Period Returns, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not reflected as a liability for purposes of calculating Working Capital on the final Closing Statement or as a Transaction Expenses Amount. If, within ten (10) days after the receipt of the Straddle Period Returns and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns 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 Returns 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 returns disagreement. If Buyer and Buyer the Representative are not able to resolve their disagreement, the dispute shall make all changes reasonably requested be submitted to the Accountants. The Accountants will resolve the disagreement within fifteen (15) 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 Holdings the Party whose calculation of the matter in good faith (unless Buyer is advised in writing disagreement differs the most from the calculation as finally determined by its independent outside tax consultant that the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such changes (i) are contrary to applicable Lawcost will be borne half by the Representative and half by Buyer. For purposes of this Section, or (ii) are inconsistent with tax positions most recently taken in the Tax Returns case of the Company (as applicable) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes that are payable with respect for a Straddle Period, the portion of such Tax that relates to the portion of any Straddle Period commencing after such Tax period ending on the Closing Date. Notwithstanding any other provisions to the contrary in this AgreementDate (i.e., the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to equal the amount of such Tax Period, 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 Prior Period Closing Date and the denominator of which is the number of days in the entire Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Lawperiod, and each (b) in the case of Buyer and Holdings agrees any Tax based upon or related to prepare income or receipts, be deemed to equal the amount that would be payable if the relevant Tax Returns described in this Section 5.5, or cause period ended on the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intentClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall prepare, file or cause to be prepared, and file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), filed any Tax Returns of the Company for taxable tax periods that begin before the Closing Date and end after the Closing Date (collectively, the a “Straddle PeriodsPeriod” and eachsuch Tax Returns, a “Straddle PeriodPeriod Return”) and pay all Taxes owed by the Company for such periods. Prior to filing any Straddle Period Return, Buyer shall provide the Stockholder Representative with copies of such Tax Returns at least fifteen (15) days prior to their due date (taking into account extensions) for the Stockholder Representative’s review and comment. The Stockholder Representative shall have seven (7) Business Days to comment on each Tax Return described in this Section 8.1(b). Buyer shall provide a draft copy of make such revisions to any such Tax Returns filed for the Straddle Period Returns to Holdings for review at least thirty (30) Business Days prior to the due date hereof. Holdings shall provide comments to Buyer at least five (5) Business Days prior to the due date of such returns and Buyer shall make all changes as are reasonably requested by Holdings in good faith (unless Buyer is advised in writing by its independent outside tax consultant the Stockholder Representative to ensure that such changes (i) are contrary to applicable Law, or (ii) are inconsistent with tax positions most recently taken in the Tax Returns of the Company (as applicable) and will, or are likely to, returns have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect to the portion of any Straddle Period commencing after the Closing Date. Notwithstanding any other provisions to the contrary in this Agreement, the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Tax Period, on the Prior Period Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Law, and each of Buyer and Holdings agrees to prepare the Tax Returns described in this Section 5.5, or cause the Tax Returns described in this Section 5.5 to be prepared, been prepared in a manner consistent with the past reporting practices of the Company and in accordance with applicable Law. For this purpose, the Stockholder Representative’s comments shall be deemed reasonable if (x) Buyer agrees to them, (y) in the written opinion of an Independent Accounting Firm, the reporting position initially proposed by Buyer is not “more likely than not” to prevail, as defined in Treas. Reg. Section 1.6662-4(d)(2) and the alternative reporting position proposed by the Stockholders Representative is “more likely than not” to prevail, or (z) in the written opinion of an Independent Accounting Firm, the reporting positions proposed by the Stockholder Representative and Buyer are both “more likely than not” to prevail, and the position proposed by the Stockholder Representative is consistent with past practice. The Stockholders shall reimburse Buyer for any Taxes of the Company or the Buyer for which the Stockholders have an indemnification obligation pursuant to Section 7.1(c) of this Agreement within fifteen (15) Business Days after payment of such intentTaxes by the Company or Buyer.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall will timely prepare, or cause to be prepared, and timely file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any all Tax Returns of for the Company for taxable Tax periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each, each such period being a “Straddle Period” and such Tax Returns being the “Straddle Period Returns”). Buyer shall will provide a draft copy the Representative with copies of such any Straddle Period Returns to Holdings for review at least thirty sixty (3060) Business Days days prior to the due date hereofthereof (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”). Holdings 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 provide comments instruct the Escrow Agent to deliver to Buyer at least 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 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 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 Returns and Straddle Statement, then Buyer and the Representative shall attempt to resolve their disagreement within five (5) Business Days prior 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 due 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 such returns and Buyer the Accountants shall make all changes reasonably requested be binding on the Parties. The cost of the services of the Accountants will be borne by Holdings in good faith the Party (unless Buyer is advised in writing by its independent outside tax consultant that such changes (i) are contrary to applicable Law, or (ii) are inconsistent with tax positions most recently taken in the Tax Returns case of Representative, such cost will be borne by the Equityholders) whose calculation of the Company matter in disagreement differs the most from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by the Representative (as applicableon behalf of the Equityholders) and willhalf by Buyer. For purposes of this Section, or in the case of any Taxes that are likely to, have imposed on a material adverse effect on Buyer or any of its Affiliates in any taxable periodic basis and are payable for a Tax period ending after that includes (but does not end on) the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect , the portion of such Tax that relates to the portion of any Straddle Period commencing after such Tax period ending on the Closing Date. Notwithstanding any other provisions to the contrary in this AgreementDate (i.e., the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Taxes) will (i) in the case of any property or similar ad valorem Taxes, be deemed to equal the amount of such Tax Period, 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 Prior Period Closing Date and the denominator of which is the number of days in the entire Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Lawperiod, and each (ii) in the case of Buyer and Holdings agrees any Taxes other than those covered in clause (i) above, be deemed to prepare equal the amount that would be payable if the relevant Tax Returns described in this Section 5.5, or cause period ended on the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intentClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall will prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any all Tax Returns of for the Company for taxable Tax periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each, a “Straddle PeriodPeriod Returns”). Buyer shall will provide a draft copy the Representative with copies of such any Straddle Period Returns to Holdings for review at least thirty (30) Business Days days prior to the due date hereofthereof (giving effect to any extensions thereto) in the case of income Tax 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 relate to the portion of such Tax period ending on the Closing Date (the “Pre-Closing Taxes”). Holdings If the Representative agrees with the Straddle Period Returns and Straddle Statement, the Representative shall provide comments pay to Buyer at least Buyer, not later than five (5) Business Days prior to before the due date for the payment of Taxes with respect to such Straddle Period Returns, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement. If, within twenty (20) days after the receipt of the Straddle Period Returns and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns 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 Returns 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 returns disagreement. If Buyer and Buyer the Representative are not able to resolve their disagreement, the dispute shall make all changes reasonably requested 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 Holdings the Party whose calculation of the matter in good faith (unless Buyer is advised in writing disagreement differs the most from the calculation as finally determined by its independent outside tax consultant that the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such changes (i) are contrary to applicable Lawcost will be borne half by the Representative and half by Buyer. For purposes of this Section 7.3, or (ii) are inconsistent with tax positions most recently taken in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Returns of the Company period that includes (as applicablebut does not end on) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect , the portion of such Tax that relates to the portion of any Straddle Period commencing after such Tax period ending on the Closing Date. Notwithstanding any other provisions to the contrary in this AgreementDate (i.e., the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income, receipts or payroll, be deemed to equal the amount of such Tax Period, 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 Prior Period Closing Date and the denominator of which is the number of days in the entire Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Lawperiod, and each (b) in the case of Buyer and Holdings agrees any Tax based upon or related to prepare income, receipts or payroll, be deemed to equal the amount that would be payable if the relevant Tax Returns described in this Section 5.5, or cause period ended on the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intentClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall will timely prepare, or cause to be prepared, and timely file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any all Tax Returns of for the Company and its Subsidiaries for taxable Tax periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each, a “Straddle PeriodPeriod Returns”). Buyer shall will provide a draft copy Seller with copies of such any Straddle Period Returns to Holdings (other than such Tax Returns for review Texas Franchise Taxes) at least thirty (30) Business Days 30 days prior to the due date hereofthereof (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”). Holdings If Seller agrees with such the Straddle Period Return and Straddle Statement, Seller shall provide comments pay to Buyer at least Buyer, not later than five (5) Business Days prior to 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 (which Pre-Closing Taxes shall, for the avoidance of doubt, not include Texas Franchise Taxes). If, within ten (10) days after the receipt of the Straddle Period Return and Straddle Statement, Seller (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 Seller shall attempt to resolve their disagreement within 5 days following Seller’s notification of Buyer of such returns disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to Deloitte, provided that if such accounting firm is unable or unwilling to serve in the requested capacity and Buyer and Seller are unable to agree on the choice of an alternative accounting firm, Buyer and Seller will select a nationally-recognized U.S. accounting firm by lot (after excluding their and the Company’s respective regular outside accounting firms) (the engaged accountants, the “Accountants”). The Accountants will resolve the disagreement within 30 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Accountants shall make all changes reasonably requested be binding on the Parties. The cost of the services of the Accountants will be borne by Holdings the Party whose calculation of the matter in good faith (unless Buyer is advised in writing disagreement differs the most from the calculation as finally determined by its independent outside tax consultant that the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such changes (i) are contrary to applicable Lawcost will be borne half by Seller and half by Buyer. For purposes of this Section, or (ii) are inconsistent with tax positions most recently taken in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Returns of the Company period that includes (as applicablebut does not end on) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect , the portion of such Tax that relates to the portion of any Straddle Period commencing after such Tax period ending on the Closing Date. Notwithstanding any other provisions to the contrary in this AgreementDate (i.e., the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to equal the amount of such Tax Period, 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 Prior Period Closing Date and the denominator of which is the number of days in the entire Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Lawperiod, and each (b) in the case of Buyer and Holdings agrees any Tax based upon or related to prepare income or receipts, be deemed to equal the amount that would be payable if the relevant Tax Returns described in this Section 5.5, or cause period ended on the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intentClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer The Purchaser shall prepare, prepare or cause to be prepared, prepared and file, timely file or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), filed any Tax Returns of the Company and the Subsidiaries for taxable Tax periods that which begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each, a “Straddle PeriodTax Period Tax Returns”). Buyer shall provide a draft copy of Purchaser will submit such Straddle Period Tax Returns to Holdings the Seller for review and approval at least thirty (30) Business Days 30 days prior to the due filing date hereof(after giving effect to any valid extensions); provided, however, that if the time period for filing any such Tax Return is less than 30 days after the end of the relevant taxable period, including valid extensions (a "Short-Period Straddle Return"), the Purchaser shall submit such Tax Return to Seller within a time period that provides Seller with a reasonable period of time to review and comment on such Tax Return. Holdings shall provide comments Within 15 days after receipt of such Tax Returns (or, with respect to Buyer at least five (5) Business Days prior to any Short-Period Straddle Return, within a reasonable time period after Seller's receipt of such Tax Return, taking into account the due date of such returns and Buyer shall make all changes reasonably requested by Holdings in good faith (unless Buyer is advised in writing by its independent outside tax consultant that such changes (i) are contrary Short-Period Straddle Return), the Seller will give written notice to applicable Law, or (ii) are inconsistent with tax positions most recently taken in the Tax Returns Purchaser of the Company (as applicable) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable dispute with respect to such Tax Returns. Purchaser and the portion Seller will promptly attempt to resolve any disputes with respect to such Tax Returns; provided, that if they are unable to do so within 5 days after delivery of notice of the dispute, such disputed items will be resolved by the Accounting Referee. Seller will pay to Purchaser on or before the date which is the later of 10 days before the due date of such Tax Returns (after giving effect to any valid extensions), or five days after the final resolution of any Straddle Period commencing after the Closing Date. Notwithstanding any other provisions to the contrary in this Agreementdispute, the parties agree that all Transaction Expenses shall be taken into account amount of Taxes as losses or deductions for set forth on such Tax Returns attributable to the Pre-Closing Straddle Tax Period, on the Prior Period Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Law, and each of Buyer and Holdings agrees to prepare the Tax Returns described in this Section 5.5, or cause the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intent.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall will timely prepare, or cause to be prepared, and timely file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any all Tax Returns of for the Company and its Subsidiaries for taxable Tax periods that begin before the Closing Date and end after the Closing Date (collectively, the “Straddle Periods” and each, a “Straddle PeriodPeriod Returns”). Buyer shall will provide a draft copy the Representative with copies of such any Straddle Period Returns to Holdings for review at least thirty sixty (3060) Business Days days prior to the due date hereofthereof (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”). Holdings If the Representative agrees with the Straddle Period Returns and Straddle Statement, the Representative shall provide comments pay to Buyer at least Buyer, not later than five (5) Business Days prior to before the due date for the payment of Taxes with respect to such Straddle Period Returns, an amount equal to the Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not reflected as a liability for purposes of calculating Working Capital on the final Closing Statement. If, within twenty (20) days after the receipt of the Straddle Period Returns and Straddle Statement, the Representative (a) notifies Buyer that it disputes the manner of preparation of the Straddle Period Returns 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 Returns 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 returns disagreement. If Buyer and Buyer the Representative are not able to resolve their disagreement, the dispute shall make all changes reasonably requested 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 Holdings the Party whose calculation of the matter in good faith (unless Buyer is advised in writing disagreement differs the most from the calculation as finally determined by its independent outside tax consultant that the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such changes (i) are contrary to applicable Lawcost will be borne half by the Representative and half by Buyer. For purposes of this Section, or (ii) are inconsistent with tax positions most recently taken in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Returns of the Company period that includes (as applicablebut does not end on) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect , the portion of such Tax that relates to the portion of any Straddle Period commencing after such Tax period ending on the Closing Date. Notwithstanding any other provisions to the contrary in this AgreementDate (i.e., the parties agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Taxes) will (a) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to equal the amount of such Tax Period, 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 Prior Period Closing Date and the denominator of which is the number of days in the entire Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the extent permitted by applicable Lawperiod, and each (b) in the case of Buyer and Holdings agrees any Tax based upon or related to prepare income or receipts, be deemed to equal the amount that would be payable if the relevant Tax Returns described in this Section 5.5, or cause period ended on the Tax Returns described in this Section 5.5 to be prepared, in a manner consistent with such intentClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. (i) Buyer shall timely prepare, or cause to be prepared, and timely file, or cause to be filed, on a timely basis and in a manner consistent with the Company’s past practice (as applicable), any all Tax Returns of for the Company and its Subsidiaries for taxable periods that begin before the Closing Date and end after the Closing Date Straddle Periods (collectively, the “Straddle Periods” and each, a “Straddle PeriodPeriod Returns”). Buyer shall provide a draft copy Seller with copies of such any Straddle Period Returns to Holdings for review at least thirty (30) Business Days days prior to the due date hereofthereof (giving effect to any extensions thereto), in the case of Income Tax 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 relate to the portion of such Tax period ending on the Closing Date (the “Pre-Closing Taxes”). Holdings If Seller agrees with the Straddle Period Return and Straddle Statement, Seller shall provide comments pay to Buyer at least Buyer, not later than five (5) Business Days prior to before the due date for the payment of Taxes with respect to such returns 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 reflected as a liability for purposes of calculating Working Capital or included in the Debt Amount or Mxxxxx Sxxxxxx Obligations set forth on the Closing Statement. If, within twenty (20) days after the receipt of the Straddle Period Return and Buyer shall make all changes reasonably requested by Holdings in good faith (unless Buyer is advised in writing by its independent outside tax consultant that such changes Straddle Statement, Seller (i) are contrary to applicable Law, 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 (ii) 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 Seller shall attempt to resolve their disagreement within five (5) days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are inconsistent with tax positions not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants shall 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 shall be borne by the Party whose calculation of the matter in disagreement differs the most recently taken from the calculation as finally determined by the Accountants. If each of the Party’s calculation differs equally from the calculation as finally determined by the Accountants, then such cost will be borne half by Seller and half by Buyer. For purposes of this Section 8.3, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Returns of the Company period that includes (as applicablebut does not end on) and will, or are likely to, have a material adverse effect on Buyer or any of its Affiliates in any taxable period ending after the Closing Date). Stockholders shall not be responsible for any Taxes payable with respect , the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (a) in the case of any Straddle Period commencing after Taxes other than Taxes based upon or related to income, receipts, sales or payroll be deemed to 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, and (b) in the case of any Tax based upon or related to income, receipts, sales or payroll, be deemed to equal the amount that would be payable if the relevant Tax period ended on the Closing Date. Notwithstanding the foregoing, or any other provisions provision hereof to the contrary in this Agreementcontrary, the parties Parties acknowledge and agree that all Transaction Expenses shall be taken into account as losses or deductions for the Pre-Closing Straddle Tax Periodthat, on the Prior Period Tax Returns, or on such earlier Tax Returns for any Pre-Closing Tax Periods as applicable and to the maximum extent permitted by applicable Law, and each all Tax deductions attributable to payment of Buyer and Holdings agrees to prepare the Tax Returns described in this Section 5.5Transaction Expenses (“Transaction Expense Deductions”), whether paid prior to, at, or cause the Tax Returns described in this Section 5.5 subsequent to Closing, shall be prepared, allocated to and reported in a manner consistent with such intentPre-Closing Tax Period.