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

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

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

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

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

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

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser 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 that which begin before the Closing Date and end after the Closing Date. To Purchaser and the extent such Taxes are not fully reserved for in Companies shall afford the Company’s financial statements, Representative a reasonable opportunity to review the Sellers shall pay to the Company an amount equal to the unreserved portion proposed form of such Taxes that relates to the portion any state income Tax Return of the Tax Group and the Companies for any period ending on that begins before and ends after the Closing DateDate and shall not file any such Tax Return without the prior written consent of the Representative, which consent shall not be unreasonably withheld. Such payment, if any, Revisions reasonably requested by the Representative to such proposed Tax Returns shall be paid considered in good faith by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DatePurchaser. For purposes of this SectionAgreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

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

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

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

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

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent Stockholder Representative to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statements, preceding sentence prior to filing and shall make such revisions to such Tax Returns as are requested by the Sellers Stockholder Representative. The Stockholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt of written notice from the Company or date on which Taxes are paid with respect to such periods, to the Purchaser extent that such Taxes were not paid by the Company on or the Purchaser for a period beginning prior to before the Closing Date, an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date; PROVIDED HOWEVER that no Stockholder shall be required to pay more than his, her or its Allocable Percentage of such payments. For purposes of this SectionSection 6.01(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (“Straddle Period”). To the extent such Taxes are not fully reserved Any Tax Return for any Straddle Period shall be prepared in a manner and utilizing judgments consistent with the Company’s financial statementsprior practice, unless such practices, manner or judgments are unreasonable or improper. Purchaser shall provide Seller and its authorized representatives with copies of such Tax Returns at least thirty (30) days prior to the Sellers due date and shall make such revisions to such Tax Returns as are reasonably requested by Seller. Seller shall pay to Purchaser within ten (10) days of the Company receipt of a request by Purchaser, accompanied by supporting documentation, an amount equal to the unreserved excess of (a) the portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date over (b) the Sellers within fifteen (15) days after receipt of written notice from Taxes reflected in any reserve for Tax Liability contained in the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateCompany’s books and records. For purposes of this SectionSection 6.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall be (i) in the case of any Taxes (including real property Taxes and other property Taxes) other than Taxes based upon or related to income or receiptsreceipts (or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event), be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receiptsreceipts (including franchise Taxes) or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event, the Tax payable by Seller shall be deemed equal to the amount that would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount Date based on an interim closing of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing books as of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on end of the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

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

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

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

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

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Seller shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Balance Sheet. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax ReturnsTaxable period. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to consistent with prior practice of the Company. To the extent permitted by applicable law, Seller shall include any income, gain, loss, deduction or other tax items for such periods on his Tax Return in a manner consistent with the Schedule K-1s furnished by the partiesCompany to the Seller for such period.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Buyer shall permit the extent such Taxes are not fully reserved for Seller to review and comment on each the Tax Return described in the Company’s financial statements, the Sellers preceding sentence prior to filing. The Seller shall pay to the Company Buyer within 15 days after the date on which Taxes are paid with respect to the periods an amount equal to the unreserved portion of such the Taxes that which relates to the portion of the Tax Taxable period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such the Tax that which relates to the portion of such Tax the Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such the Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the parties.Company. EXHIBIT 1.1-16

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare Buyer will timely prepare, or cause to be prepared prepared, and file timely file, or cause to be filed any filed, all Tax Returns of for the Company Partnership and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing DateDate (the “Straddle Period Returns”). To Buyer will provide Seller with copies of any Straddle Period Returns (a) at least thirty (30) Business Days prior to the extent such Taxes are not fully reserved for due date thereof (giving effect to any extensions thereto) in the Company’s financial statementscase of income Tax Returns and (b) as soon as practicable in the case of all other Tax Returns, accompanied by a statement (the Sellers shall pay to “Straddle Statement”) setting forth and calculating in reasonable detail the Company an amount equal to the unreserved portion of such Taxes that relates relate to the portion of the such Tax period ending on the day immediately preceding the Closing Date. Such paymentDate (the “Pre-Closing Taxes”) and the amount of any refunds of Taxes, if any, that relate to the portion of such Tax period ending on the day immediately preceding the Closing Date (the “Pre-Closing Tax Refunds”). If Seller agrees with the Straddle Period Returns and Straddle Statement, Seller shall be paid by pay to Buyer (or, in the Sellers within fifteen case of any Pre-Closing Tax Refunds, Buyer shall pay to Seller), not later than five (155) days after receipt Business Days before the due date for the payment of written notice from Taxes with respect to such Straddle Period Returns, an amount equal to 50% of the Company Pre-Closing Taxes as shown on the Straddle Statement except to the extent the Taxes are reflected or accrued on the Purchaser that such Taxes were paid by Partnership’s financial statements on the Company Closing Date and an amount equal to 50% of the Pre-Closing Tax Refunds as shown on the Straddle Statement except to the extent the Pre-Closing Tax Refunds are reflected or accrued on the Purchaser for a period beginning prior to Partnership’s financial statements on the Closing Date. If Seller (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 Seller shall attempt to resolve their disagreement within five (5) Business Days following Seller’s notification of Buyer of such disagreement. If Buyer and Seller are not able to resolve their disagreement, the dispute shall be submitted to the Accountants. The Accountants will resolve the disagreement as soon as possible thereafter. The determination of the Accountants shall be binding on the Parties. The cost of the services of the Accountants will be borne by the Party whose calculation of the matter in disagreement differs the most from the 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, 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 day immediately preceding the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the day immediately preceding the Closing Date shall (ii.e., the Pre-Closing Taxes) in the case of any Taxes other than Taxes based upon or related to income or receipts, will be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on day immediately preceding the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

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

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

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

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or Buyer and the Purchaser Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax tax periods that begin before the Closing Date and end after the Closing DateDate (a “Straddle Period” and such Tax Returns, a “Straddle Period Return”) and pay all Taxes owed by the Company for such periods. To Prior to Filing any Straddle Period Return, Buyer and the extent such Taxes are not fully reserved for in Surviving Corporation shall afford the Company’s financial statements, Shareholder Representative a reasonable opportunity to review and comment on the Sellers proposed form of any Straddle Period Return. The Shareholder Representative shall direct the Escrow Agent to pay to the Company an amount equal to Surviving Corporation from funds comprising the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Escrow Amount within fifteen (15) days after receipt the date on which such Taxes are paid with respect to such periods an amount equal to the portion of written notice from such Company Taxes that relate to the Company portion of such taxable period ending on the Closing Date that were not paid before the Closing Date or that were not reserved for on the Purchaser Closing Date Balance Sheet, except to the extent that such Taxes were paid by are allowable and recoverable costs for inclusion in the Company or the Purchaser for a period beginning prior to the Closing Datecosts of agreements with Governmental Entities. For purposes of this SectionSection 8.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable by the Company for a Taxable period that includes (but does not end on) the Closing Dateany Straddle Period, the portion of such Tax that payable by the Company which relates to the portion of such Tax taxable period ending on the day before the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the day before the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable by the Company if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins day before and ends after the Closing Date (which shall be taken into account as though the relevant include amount of any Tax period ended on the Closing Date. All determinations necessary solely attributable to give effect to the foregoing allocations shall be a deemed asset sale arising by reason of any Code Section 338(h)(10) election made in a reasonable manner as agreed to by the parties.Buyer and the

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Existing Stockholders shall pay to the Company within 15 days of the date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such Taxable period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to For purposes of this Section, in the Company with the payment case of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits credit relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though Date, the relevant portion of such Tax credit which relates to the portion of such Taxable period ended ending on the Closing DateDate shall (A) in the case of a credit with respect to Taxes other than Taxes based upon income or receipts, be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (x) above bears to the total amount of such Taxes for such Taxable period, and (B) in the case of a credit with respect to Taxes based upon income or receipts, be the amount which bears the same relationship to the total amount of such Tax credit as the amount of Taxes described in (y) above bears to the total amount of such Taxes for such Taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed consistent with prior practice of the Company. In the event of any disputes concerning such determinations, procedures similar to by the partiesthose set forth in Section 1D(i) hereof shall be used.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall timely pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of each such Overlap Period Tax Return at least thirty (30) days prior to the due date for filing such Tax Return. At least fifteen (15) days prior to the due date for the filing of such Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Return. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. The Seller Entities shall pay directly upon demand from the Buyer with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 8, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receiptssales and use Tax, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the parties.Company. (d)

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall timely pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of each such Overlap Period Tax Return at least thirty (30) days prior to the due date for filing such Tax Return. At least fifteen (15) days prior to the due date for the filing of such Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Return. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the Company with respect to such items unless otherwise required by law. The Seller Entities shall pay directly upon demand from the Buyer with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 8, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receiptssales and use Tax, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin on or before the Closing Date and end after the Closing DateDate (a “Straddle Tax Period”). To Such Tax Returns shall be prepared in a manner consistent with applicable Law. The Buyer shall submit any such Tax Return to the Sellers’ Representative for the Sellers’ Representative’s review and comment at least thirty (30) days prior to the due date (with applicable extensions) for such Tax Returns. The Sellers’ Representative shall provide any written comments to the Buyer not later than ten (10) days after receiving any such Tax Return and, if the Sellers’ Representative does not provide any written comments within ten (10) days, the Sellers’ Representative shall be deemed to have accepted such Tax Return. The Parties shall attempt in good faith to resolve any dispute with respect to such Tax Return. If the Parties are unable to resolve any such dispute at least ten (10) days before the due date (with applicable extensions) for any such Tax Return, the dispute shall be referred to the Tax Dispute Accountant for resolution and the resolution shall occur, to the extent possible, prior to the due date (with applicable extensions) for any such Tax Return. If the Tax Dispute Accountant is unable to resolve any such dispute prior to the due date (with applicable extensions) for any such Tax Return, such Tax Return shall be filed as prepared by the Buyer subject to amendment, if necessary, to reflect the resolution of the dispute by the Tax Dispute Accountant. The Buyer shall be reimbursed by the Sellers (jointly and severally) within five (5) Business Days of the date on which Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay paid with respect to the Company such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such taxable period ending on the Closing Date. Such payment, if any, shall be paid by except to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, are taken into account in the case calculation of any Net Working Capital. If the amount accrued for such Straddle Tax Period Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case calculation of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to Net Working Capital exceeds the amount that would be payable if the relevant Sellers are liable to pay pursuant to this Section 5.3(a)(ii) for such period, then the Buyer shall reimburse the Sellers (based on each Seller’s Pro Rata Share) for such amount within ten (10) days of the date that the applicable Tax period ended on Return representing the Closing Dateover-accrued Taxes is filed with the applicable taxing authority. The Sellers cost of preparing such Tax Returns shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred be borne by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the partiesCompany.

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

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

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

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

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

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries (the “Straddle Tax Returns”) for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Straddle Period”). To the extent Buyer shall permit Sellers to review and comment on each such Taxes are not fully reserved for in the Company’s financial statements, the Tax Return prior to filing. The Sellers shall pay to the Company Buyer within five (5) days before the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the unreserved portion of such the Taxes that relates relating to the portion of the Tax period Straddle Period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser extent that such Taxes were paid by Sellers would be obligated to indemnify the Company or the Purchaser for a period beginning prior to the Closing DateBuyer under Section 5.2(a)(iii). For purposes of this Sectionsubsection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax that which relates to the portion of such Tax period the Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers ; provided, however, that any items relating to income or receipts that are determined on an annual or periodic basis including, but not limited to, exemptions and amortization and depreciation deductions shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company be determined on a pro rated basis in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable same manner as agreed to by the parties(i) above.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Company's balance sheet as of June 30, 2000. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare 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 that which begin before the Closing Date and end after the Closing Date. To The Purchaser shall permit the extent Sellers to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statementspreceding sentence prior to filing. Subject to Section 5.2(G), the Sellers shall pay deliver to the Company an amount equal Purchaser, at least three (3) business days prior to the unreserved date on which such Taxes are required to be paid, that portion of such the Taxes that which relates to the portion of the Tax such taxable period -30- ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 5.2(C), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay Subject to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount proration provisions of the costs and expenses incurred by the Purchaser preceding sentence, any credits or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits refunds relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each Subsidiary for any Tax periods that begin period which begins on or before the Closing Date and end ends after the Closing DateDate (a “Straddle Period”). To The Purchaser shall be reimbursed by the extent such Taxes are not fully reserved Members, on a joint and several basis, for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax period such Straddle Period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Date within fifteen (15) days after receipt of written notice from payment by the Purchaser or the Company or any Subsidiary of such Taxes, except to the Purchaser that extent such Taxes were paid by reflected as a liability on the Company or the Purchaser for a period beginning prior to the Closing DateFinal Working Capital Schedule. For purposes of this SectionSection 7.6(d) and Section 10.1(e), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), Straddle Period and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date Straddle Period shall be taken into account as though the relevant Tax period Straddle Period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate ("Straddle Tax Returns"). To Buyer shall provide Seller reasonable time to review and comment on each such Tax Return prior to filing. Buyer shall consider any such comments from Seller and shall discuss any disagreements with Seller in good faith. If Buyer then files the Tax Return without accepting one or more comments from Seller, Seller shall have up to 30 days after it becomes aware of such filing to submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall address only the disputed Tax position and its impact on the obligations of the parties under this Agreement, as neither the Seller nor the arbitrator shall have the right to dictate any revision or amendment to any Tax Return). Any portion of any Tax (other than commodity or sales taxes in relation to current trade payables and social security, unemployment, disability, payroll or employee or other withholding Taxes, in each case that are not in arrears (nor paid later than in past general practice) and were accrued in the ordinary course) which must be paid in connection with the filing of a Straddle Tax Return, to the extent such Taxes are not fully reserved for in attributable to the Company’s financial statementsportion of the period ending on or before the Closing Date, the Sellers shall be referred to herein as "Pre-Closing Straddle Taxes." The Seller Parties shall pay to the Company Buyer an amount equal to the unreserved portion of such Pre-Closing Straddle Taxes that relates due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the portion related Tax liability. Pre-Closing Straddle Taxes shall be calculated as though the taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment; provided, if anyhowever, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Straddle Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall Parent will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent not permitted by applicable Laws or to the extent counsel for Parent determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Parent shall permit the Stockholder Representatives to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by a Stockholder Representative. Parent shall be entitled to receive from the Escrow Fund, within 15 days after the date on which Taxes are not fully reserved for in the Company’s financial statementspaid with respect to such periods, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax such taxable period ending on the Closing Date. Such payment, if any, shall be paid by Date to the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that extent Parent is entitled to indemnification for such Taxes were paid by the Company or the Purchaser for a period beginning prior pursuant to the Closing DateSection 5.2(a). For purposes of this SectionSection 6.8(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall will (i) in the case of any Taxes other than Taxes based upon or related to income income, receipts, wages or receiptsexpenditures, be deemed to be the amount of such Tax for the entire Tax period (excluding any increase in Taxes for the period as a result of the Merger) multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income income, receipts, wages or receiptsexpenditures, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall will be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date ("STRADDLE TAX RETURNS"). Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing and shall prepare such Tax Returns in accordance with the Company's past practice insofar as they relate to the Company and as long as such practice is in accordance with applicable law. The portion of any Tax liability of the Company which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date. To , excluding any income Tax liability of the Company resulting from a Section 338(h)(10) Election, shall be referred to herein as "PRE-CLOSING TAXES." Sellers shall pay to Buyer an amount equal to the Pre- Closing Taxes due with any Straddle Tax Returns (to the extent such Taxes are not fully reserved for in accrued as a liability on the Company’s financial statementsClosing Balance Sheet used to determine the Final Purchase Price pursuant to Section 2.3) at least ten (10) days before Buyer is required to cause to be paid the related Tax liability. Where the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre- Closing Taxes shall be calculated as though the Sellers shall pay to taxable year of the Company an amount equal to the unreserved portion of such Taxes that relates to the portion terminated as of the Tax period ending close of business on the Closing Date. Such payment; PROVIDED, if anyHOWEVER, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of the Company. Notwithstanding the foregoing, Sellers shall be liable for, and shall indemnify and hold Buyer harmless against, all Taxes attributable to or arising out of the failure of the Company to be qualified as agreed to by an "S corporation" at any time and all Taxes (including Taxes resulting from a Section 338(h)(10) Election) imposed on the partiesCompany under Code Section 1374 and any similar state or local law.

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Shareholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Purchaser within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Company's balance sheet as of December 31, 1999. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To Buyer shall permit the Seller of an Acquired Company and its representatives to review and comment on each such Tax Return of such Acquired Company described in the preceding sentence prior to filing. Sellers shall pay to Buyer within ten (10) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the reserve for Tax period ending liability shown on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateBalance Sheet. For purposes of this SectionSECTION 6.3(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 that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesAcquired Companies.

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers Stockholders shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Parent within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. For purposes of this SectionSECTION 9.4.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Returns tax returns of the Company for Tax tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers The Shareholder shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which taxes are paid with respect to such periods an amount equal to the portion of written notice from such taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not reflected in the reserve for tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax income) shown on the face of the September 30 Balance Sheet, provided, however, the Shareholder shall not be required to reimburse Buyer for (i) any taxes due as a result of the operations of the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to from September 30 through the Closing Date, (ii) any taxes due as a result of the Section 338(h)(10) Election; or (iii) the state income and franchise taxes set forth on Schedule 2.4. For purposes of this SectionSection 4.4(d), in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that tax which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Taxes taxes other than Taxes taxes based upon or related to income or receipts, be deemed to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

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

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

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

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

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the each Company for Tax periods that which begin before the Closing Date and end after the Closing DateDate (the “Overlap Period”), and the Buyer shall timely pay, or cause to be paid, all Taxes shown as due on any such Tax Returns. To The Buyer shall provide the Seller Entities with a draft of each such Overlap Period Tax Return at least thirty (30) days prior to the due date for filing such Tax Return. At least fifteen (15) days prior to the due date for the filing of such Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Return. If after consulting in good faith the Seller Entities and the Buyer are unable to resolve such objections, such objections shall be resolved by treating items on such returns in a manner consistent with the past practices of the applicable Company with respect to such items unless otherwise required by law. The Seller Entities shall pay to the Buyer within thirty (30) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing DateDate Balance Sheet. For purposes of this SectionSection 9, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Datean Overlap Period, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Income Taxes based upon or related to income or receiptssales and use Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income Income Tax or receiptssales and use Tax, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a taxable period prior to the period for which a Tax period that begins before and ends after the Closing Date Return is due shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesapplicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall Except as otherwise provided in section 9.04(a), Purchasers shall, at their expense, timely prepare or cause to be prepared and file or cause to be filed any Other Returns of the Company Business, Deltak, Bradxx xxx the Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent Prior to filing such Taxes are not fully reserved for in the Company’s financial statementsOther Returns, the Sellers shall Purchasers will provide Jasox xxxh a copy of each and, within 15 days thereafter, Jasox xxxll pay to the Company applicable Purchaser an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liabilities (rather than any reserve for deferred taxes established to reflect timing differences between book and tax income) shown on the face of the Closing Date Statements of Net Operating Assets. Such payment, if any, shall be paid Purchasers will immediately account for and pay to Jasox xxx Tax refund or reduction in Tax liability resulting from a use of any pre-Closing Date Tax attribute of any Subsidiary in a post-Closing Tax period to the extent a benefit was not recorded on the applicable Closing Date Statement of Net Operating Assets when such refund or reduction is realized by the Sellers within fifteen (15) days after receipt of written notice from the Company such Subsidiary or the Purchaser that such Taxes were paid by Purchasers, as the Company or the Purchaser for a period beginning prior to the Closing Datecase may be. For purposes of this Sectionsection 9.04(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes (other than Taxes taxes based upon or related to income or receipts), be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner consistent with prior practice of Jasox xxx the Subsidiaries. In the event Purchasers elect to have Bradxx-Xxxope B.V. treated as agreed a pass-through entity for U.S. Tax purposes, the gain or loss caused by such election shall be allocated in full to by the partiesPurchasers and will not be subject to any allocation or proration of the Taxes from Jasox xx any Seller.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Returns”). To Buyer shall provide Seller at least 15 days to review and comment on each such Tax Return prior to filing. Buyer shall consider any such comments from Seller and shall discuss any disagreements with Seller in good faith. If Buyer then files the Tax Return without accepting one or more comments from Seller, Seller shall have up to 30 days after it becomes aware of such filing to submit a formal objection and request for arbitration under Section 9.11 below (in which case the arbitration shall address only the disputed Tax position and whether such position violates this Agreement, as neither the Seller nor the arbitrator shall have the right to dictate any revision or amendment to any Tax Return). Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent such Taxes are not fully reserved for in attributable to the Company’s financial statementsportion of the period ending on or before the Closing Date, the Sellers shall be referred to herein as “Pre-Closing Straddle Taxes.” The Seller shall pay to Buyer (or to the Company applicable Taxing authority) an amount equal to the unreserved Pre-Closing Straddle Taxes due with any Straddle Tax Returns at least ten (10) days before Buyer is required to cause to be paid the related Tax liability (unless Seller pays the Tax liability, in which case Buyer shall reimburse Seller for Buyer’s applicable portion of such promptly upon request by Seller). Pre-Closing Straddle Taxes that relates to shall be calculated as though the portion taxable year of the Tax period ending Company terminated as of the close of business on the Closing Date. Such payment; provided, if anyhowever, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed a tax not based on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateincome, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Straddle Taxes shall be deemed equal to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction fraction, the numerator of which is shall be the number of days in from the Tax beginning of the taxable period ending on through the Closing Date and the denominator of which is shall be the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Datetaxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed consistent with prior practice of the Company. Seller shall receive all refunds (including interest) due for the periods prior to Closing (and Buyer shall not apply such refunds to offset amounts for any other period). Further, Buyer shall not take any Tax position (or amend and prior filings) after Closing (including for periods that are solely with respect to post-Closing periods) that would have the effect of increasing the Tax payable by Seller with respect to any period prior to Closing, or that Seller reasonably believes is otherwise contrary to the partiesinterests of Seller or that would require Seller to amend any of its own prior Tax Returns.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax taxable periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to Buyer no later than five (5) days before the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the Tax such taxable period ending on the Closing Date. Such paymentDate (other than (i) payroll Tax liabilities, if anysales Tax liabilities, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company excise Tax liabilities and real or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior personal property Tax liabilities to the extent such amounts were taken into account in the calculation of Net Working Capital as of the close of business on the Closing DateDate in accordance with Section 1.3 and Exhibit C hereto and (ii) the accrued liability for the Section 1374 Tax payable with respect to the amount of “built in gain” set forth on Schedule 2.12). For purposes of this SectionSection 8.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser DGI shall prepare or cause to be prepared and file or cause to be filed filed, subject to review and approval by the Seller, which approval shall not be unreasonably withheld or delayed, any Tax Returns of the Company Companies for Tax periods that which begin before the Closing Date and end after the Closing Date, subject to Section 10.5(a). To In addition, if the Seller is required to sign any such Tax Return, the Seller shall have the right, at the Seller's expense, to cause the Tax Return to be reviewed by its tax personnel and DGI shall make any revisions to such Tax Return as are reasonably requested by the Seller's tax personnel. The Seller shall pay to DGI within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period ending on the Closing Date to the extent such Taxes are not fully reserved for reflected in the Company’s financial statementsreserve for Tax Liability, rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income, shown on the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion face of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt Balance Sheet as of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this SectionSection 10.5(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (includes, but does not end on) , the Closing Date, the portion of such Tax that relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompanies.

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer and/or the Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods any period that begin before includes but does not end on the Closing Date (a “Straddle Period”). The Buyer and end after the Closing Date. To Company shall permit the extent Principal Shareholder to review and comment on each such Taxes are not fully reserved for Tax Return described in the prior sentence at least ten (10) days prior to filing. All Tax Returns to be prepared by or for the Buyer or the Company pursuant to this Section 5.8(b) shall be prepared in a manner consistent with the past practices of the Company’s financial statements, the Sellers except as otherwise required by law. The Principal Shareholder shall be responsible for and shall pay to (or as directed by) the Company an amount amounts equal to the unreserved portion portions of such Taxes that relates relate to the portion of the Tax period ending on the Pre-Closing Date. Such paymentTaxable Periods as determined under this Section 5.8(b), if any, and such payments shall be paid made in each applicable case by the Sellers within fifteen no later than five (155) business days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Datedue date for paying such amount of Taxes to the relevant Tax authority. For purposes of this SectionSection 5.8(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Dateany Straddle Period, the portion of such Tax that relates to the portion of such Tax period ending on the Pre-Closing Date Taxable Period shall (ia) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iib) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though on a basis consistent with the relevant Tax period ended on the Closing Date. All determinations necessary to give effect allocations made pursuant to the foregoing allocations preceding sentence. The Principal Shareholder shall not be made in liable to the Buyer for penalties and interest resulting from the Buyer’s knowing failure to timely file any required Tax Returns for any Straddle Period, except as a reasonable manner as agreed to by the partiesresult of any breach of Section 2.9.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for , which Tax Returns shall be prepared in a manner consistent with the Company’s financial statementsprior practice, the Sellers if any, except as may be required by Law. Upon Seller’s request, Purchaser shall permit Seller to review and comment on each such Tax Return at least twenty (20) days prior to filing; provided, that Purchaser shall not be required to make any changes to such Tax Returns, unless such changes are necessary for such Tax Returns to comply with applicable Law. Seller shall pay to Purchaser within ten (10) days after the Company date on which Taxes are paid with respect to such periods an amount equal to the unreserved portion of such Taxes that which relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by but only to the Sellers within fifteen (15) days after receipt extent in excess of written notice from the Company or the Purchaser that any amount accrued for such Taxes were paid by and taken into account for purposes of the Company or the Purchaser for a period beginning prior to the Closing DateNet Working Capital Adjustment. For purposes of this SectionSection 6.10(a)(iii), in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income income, sales, payroll or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)period, and (iiy) in the case of any Tax based upon or related to income income, sales, payroll or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax period ended on the Closing Date. The Sellers ; provided that any deductions relating to Funded Indebtedness or Company Transaction Expenses shall pay be allocated to the Company with the payment portion of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a such Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended ending on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

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

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared prepared, on a basis consistent with prior Tax Returns, and timely file or cause to be timely filed any all Tax Returns of the Company SIGNAL Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To Purchaser shall permit Sellers to review such Tax Returns not less than thirty (30) days prior to filing such Tax Returns and Purchaser shall make or cause to be made such revisions to such Tax Returns as are reasonably requested by Sellers but only to the extent that positions taken on such Tax Returns adversely affect Sellers (taking into account the indemnity rights and obligations hereunder) and shall cause such Tax Returns to be filed as so revised. Purchaser shall timely pay or cause each SIGNAL Company to timely pay all Taxes are not fully reserved for in the Company’s financial statements, the reflected as being payable by such SIGNAL Company on any such Tax Return and Sellers shall pay to indemnify the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers SIGNAL Companies within fifteen (15) days after the later of (i) the date on which such Taxes are paid and (ii) Sellers' receipt of written notice from the Company or the Purchaser that such Taxes were have been paid by the Company or the Purchaser for a period beginning prior an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown in the Financial Statements as adjusted for operations and transactions in the ordinary course of business since the ending date of such Financial Statements in accordance with past practice. For purposes of this SectionSection 10.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesSIGNAL Companies.

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods that which begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Buyer within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed consistent with prior practice of the Target. The provisions of Section 7.1(b) shall apply to by the partiessuch Returns.

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

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare and file or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. To The Purchaser shall permit the extent Seller to review and comment on each such Taxes are not fully reserved for Tax Return described in the Company’s financial statementspreceding sentence prior to filing. The Seller shall reimburse the Purchaser, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt the date on which such costs are paid with respect to such periods, for one half of written notice from the Company or costs associated with the Purchaser that preparation and filing of such Tax Returns. The Seller shall deliver to the Purchaser, at least three (3) business days prior to the date on which such Taxes were paid by are required to be paid, that portion of the Company or Taxes which relate to the Purchaser for a portion of such taxable period beginning prior to ending on the Closing Date. For purposes of this SectionSection 12.3(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 that which relates to the portion of such Tax taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the Tax taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)taxable period, and (ii) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesAcquired Companies.

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

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser Federal shall prepare or cause to be prepared and file or cause to be filed any separate Tax Returns of the Company for Tax periods that which begin before the Closing Date and end after the Closing Date. To Federal shall permit the extent Stockholders’ Representative to review and comment on each such Taxes Tax Return and shall make such revisions to such Tax Returns as are not fully reserved for reasonably requested by the Stockholders’ Representative. Subject to all of the limitations set forth in the Company’s financial statementsSection 6.3, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers Federal within fifteen (15) days after receipt the date on which Taxes are paid with respect to such periods an amount equal to the portion of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior which relates to the portion of such Taxable period ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet or Final Closing Balance Sheet. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Tax Taxable period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the Tax Taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Taxable period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount that which would be payable if the relevant Tax Taxable period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing DateDate (the “Straddle Period”). To the extent such Taxes are not fully reserved Any Tax Return for any Straddle Period shall be prepared in a manner consistent with the Company’s financial statementsprior practice. The Purchaser shall provide the Shareholder Representative with copies of such Tax Returns for review at least 30 days before the due date (or in the case of non-income Tax Returns, a reasonable number of days before the filing due date) and shall make such revisions to such Tax Returns as are reasonably requested by the Shareholder Representative. The Purchaser shall pay or cause to be paid all Taxes of the Company with respect to such Straddle Periods. Except as provided in Section 9.04 and except for any Tax resulting from a Section 338(h)(10) Election, the Sellers Shareholders shall pay to the Company Purchaser within ten days following the receipt of a request by the Purchaser, accompanied by supporting documentation, an amount equal to the unreserved excess of (a) the portion of such Taxes that relates to the portion of the such Tax period ending on the Closing Date. Such payment, if any, shall be paid by Date over (b) the Sellers within fifteen (15) days after receipt of written notice from Taxes reflected in as a Liability in the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Final Closing DateWorking Capital. For purposes of this SectionSection 9.02, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax that relates to the portion of such Tax period Straddle Period ending on the Closing Date shall be deemed (i) in the case of any Taxes (including real property Taxes and other property Taxes) other than Taxes based upon or related to income or receiptsreceipts (or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event), be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction fraction, the numerator of which is the number of days in the Tax period Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”)Straddle Period, and (ii) in the case of any Tax based upon or related to income or receiptsreceipts (including franchise Taxes) or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event, be deemed equal to the amount that would be payable if the relevant Tax period Straddle Period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount Date based on an interim closing of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing books as of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on end of the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by consistent with prior practice of the partiesCompany.

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