Pre-Cut-off Taxes include any Taxes attributable to a Person that is treated as a partnership for federal income tax purposes as if such Person allocated Tax items to its partners in a manner consistent with this Section 5.4(b)(iv).
For purposes of this Agreement, "Post-Cut-off Taxes" shall include any Taxes of the Entities that are payable with respect to a Straddle Period, except for the portion of any such Taxes that constitutes Pre-Cut-off Taxes.
Buyer shall provide Seller with copies of any Straddle Period Returns at least forty-five (45) days prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the "Straddle Statement") setting forth and calculating in reasonable detail the Pre-Cut-off Taxes as defined below.
The decision of such accounting firm with respect to such dispute shall be binding upon Buyer and Seller, and Seller shall pay to Buyer (or Buyer shall pay to Seller, if appropriate) an amount equal to the Pre-Cut-off Taxes as decided by such accounting firm not later than two (2) Business Days before the due date (including any extensions thereof) for payment of Taxes with respect to such Straddle Period Return.
For purposes of applying this Section 5.4, when applying the definitions "Pre-Cut-off Taxes," "Post-Cut-off Taxes," and "Straddle Period," the term "Cut-off Date" as used in such definitions shall mean December 31, 2006.