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 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. The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this Section 13.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax tax periods which begin before the Closing Date and end after the Closing Date. The Seller Sellers shall pay to the Buyer within fifteen (15) 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date, except Date to the extent such Taxes were provided are not reflected in the accrual for Tax liability (rather than any accrual for deferred Taxes established to reflect timing differences between book and Tax income) shown on the finally determined Closing Date Financial StatementsBalance Sheet. For purposes of this Section 13.25.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer Purchaser shall prepare and file or cause to be prepared and file or cause to be filed when due any Tax Returns of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing Date. The Seller Purchaser shall pay permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. Subject to Section 5.2(G), the Sellers shall deliver to the Buyer within fifteen Purchaser, at least three (153) business days after prior to the date on which such Taxes are paid with respect required to such periods an amount equal to the be paid, that portion of such the Taxes which relates to the portion of such taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this Section 13.25.2(C), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period period, and (yii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any Subject to the proration provisions of the preceding sentence, any credits or refunds 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 CompanyCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer DBT shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Subsidiaries for Tax periods periods, which begin before the Closing Date and end after the Closing Date. The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this Section 13.2Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending which ends on the Closing Date shall (xa) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period and Taxable period, (yb) in the case of any Tax based upon or related to income or receipts on receipts, be deemed equal to the amount which would be payable if the relevant taxable Taxable period ended on the Closing Date. Any credits relating to a taxable Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the CompanyCompany and the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer Equity One 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. The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any such Taxes which Tax that relates to the portion of such taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this Section 13.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon on or related to income or receipts, receipts be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period period, and (y) in the case of any Tax based upon on or related to income or receipts be deemed equal to the amount which that would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyTarget and its Subsidiaries. Equity One shall permit Shareholder to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Tax Periods Beginning Before and Ending After the Closing Date. The 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. The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this Section 13.2Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable Taxable period ended on the Closing Date. Any credits relating to a taxable Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable 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 Buyer 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. The To the extent not accrued or reserved for on the Interim Balance Sheet, Seller shall pay to the Buyer within Purchaser no later than fifteen (15) days after prior to the date on which payment for such Taxes are paid with respect to such periods is due an amount equal to the portion of such Taxes which relates to the portion of such taxable Taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this Section 13.2Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable Taxable period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable Taxable period ended on the Closing Date. Any credits relating to a taxable Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable 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 Buyer With respect to the Sequa Can Subsidiaries, Xxxxxx shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of covering the Company Business or its successor for Tax periods which begin before the Closing Date and end after the Closing Date. The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this Section 13.2Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable Taxable period ending on the Closing Date shall (xa) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period Taxable period, and (yb) in the case of any Tax based upon on or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant taxable Taxable period ended on the Closing Date. Any credits relating to a taxable Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable 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 Buyer Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each of its Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date. The Seller Purchaser shall pay to be reimbursed from the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods General Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of such taxable Taxable period ending on the Closing Date, except to the extent such Taxes were provided for reflected as a liability on the Final Closing Date Financial StatementsStatement. For purposes of this Section 13.26.12(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable Taxable period ending on the Closing Date shall (xy) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable Taxable period multiplied by a fraction the numerator of which is the number of days in the taxable Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period Taxable period, and (yz) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to the amount which would be payable if the relevant taxable Taxable period ended on the Closing Date. Any credits relating to a taxable Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable 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.