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. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). 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, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any Parent shall be reimbursed in an amount equal to the portion of any Tax such Taxes which must be paid relates to the portion of such Taxable period ending on the Closing Date by offsetting from the amount payable to the Holders in connection with the filing of a Straddle Tax ReturnAggregate Second Payment Amount, Second Payment Holdback or Fourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent attributable to that such Taxes are reflected in the Final Tax Reserve Statement. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax that relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Tax period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period. All determinations necessary , and (ii) in the case of any Tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations shall amount which would be made in a manner consistent with prior practice of payable if the Companyrelevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company which and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date Date. Buyer shall pay to Seller within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of such Tax period beginning after 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 Tax period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Tax period which begins before and ends beginning after the Closing Date, such Pre-Closing Taxes Date shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning portion of the taxable Tax period through beginning after the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period (provided that such allocation of Taxes shall be equitably adjusted to reflect any material acquisitions or dispositions of property during the Tax period) and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period began after the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the CompanyCompany and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any Tax period which begin begins on or before the Closing Date and end ends after the Closing Date (a “Straddle Tax ReturnsPeriod”). Any The Buyer shall be reimbursed by Sellers, on a joint and several basis, for an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a such Straddle Tax ReturnPeriod ending on the Closing Date within fifteen (15) days after payment by Buyer or the Company of such Taxes, except to the extent attributable to any period or portion of such Taxes were reflected as a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business liability on the Final Closing Date; providedWorking Capital Statement. For purposes of this Section 6.16(D), however, that in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax not that relates to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable period entire Straddle Period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable period through Straddle Period ending on the Closing Date and the denominator of which shall be is the number of days in the taxable period. All determinations necessary entire Straddle Period and (ii) in the case of any Tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations amount which would be payable if the relevant Straddle Period ended on the Closing Date. Any credits relating to a Straddle Period shall be made in a manner consistent with prior practice of taken into account as though the Companyrelevant Straddle Period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). 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, shall be referred to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, . The Buyer and the Sellers shall attempt in good faith to resolve any disagreements regarding such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing DateTax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”). 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, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that the Shareholders shall reimburse Buyer for the portion of Taxes that relate to the portion of the Tax period ending on the Closing Date, except to the extent that such Taxes are both (i) reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Closing Balance Sheet and (ii) taken into account in computing the purchase price adjustment pursuant to Section 2.14. For purposes of determining the allocation of Taxes for Tax periods which begin before and end after 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 a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period. All determinations necessary , and (ii) in the case of any Tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations shall amount which would be made in a manner consistent with prior practice of payable if the Companyrelevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any portion For purposes of this Section, in the case of any Tax which must be paid in connection with the filing of Taxes that are imposed on a Straddle Tax Return, to the extent attributable to any periodic basis and are payable for a Taxable period or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date Date. Sellers shall pay to Buyer within fifteen (“Straddle Tax Returns”). Any 15) days of the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable to such Taxes exceed the reserves therefor reflected as a liability in the Actual Closing Working Capital as finally determined in accordance with Section 1.2. 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Taxes which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on upon or related to income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (y) in the case of any Tax based upon or related to income be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date Date. The Company Stockholders shall pay to Parent within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Taxable period ending on or before the Closing Date, shall be referred except to herein the extent that such Taxes are 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 (rather than in any notes thereto), as “Pre-such reserve is adjusted for the passage of time through the Closing Taxes.” If Date in accordance with the Pre-Closing past custom and practice of the Company in filing its Tax Returns. For purposes of the preceding sentence, in the case of any Taxes involve that are imposed on a periodic basis and are payable for a Tax period which begins before and ends after that includes (but does not end on) the Closing Date, the portion of such Pre-Closing Taxes shall be calculated as though Tax that relates to the taxable year portion of the Company terminated as of the close of business such Tax period ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period. All determinations necessary , and (ii) in the case of any Tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations shall amount which would be made in a manner consistent with prior practice of payable if the Companyrelevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each corporation comprising the Company AFA Group and Agro for tax periods which begin before the Closing Date and end after the Closing Date Date. The Seller and the Agro Seller shall pay to the Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such taxable period ending on the Closing Date to the extent attributable 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from the beginning of in the taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the entire taxable period. All determinations necessary to give effect to the foregoing allocations shall be made , and (y) in a manner consistent with prior practice of the Company.the

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company ADVI for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Sellers shall pay to the Company within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyADVI.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Parent 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 which begin before the Closing Date and end after the Closing Date on a basis consistent with past practice except (“Straddle i) as otherwise required by Law or (ii) as otherwise would result in a reduced amount of Tax. Taxes for Tax Returns”). 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 periods or portion of a period portions thereof ending on or before the Closing Date, Date shall be referred determined without regard to herein any items of deduction, loss or credit of the Company attributable to the effectuation of the Merger, to the extent paid directly or indirectly by Parent. Except as “Pre-Closing Taxes.” If provided in the Pre-Closing preceding sentence, in the case of any Taxes involve that are imposed on a periodic basis and are payable for a Tax period which begins before and ends after that includes (but does not end on) the Closing Date, the portion of such Pre-Closing Taxes shall be calculated as though Tax that relates to the taxable year portion of the Company terminated as of the close of business such Tax period ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period. All determinations necessary , and (ii) in the case of any Tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations shall be made in a manner consistent with prior practice of amount which would by payable if the Companyrelevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Date. The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns”). 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, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax 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 on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date or any other Tax Returns of the Company not described in Section 8.1 which are due after the Closing Date. Sellers shall pay to Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Taxable period ending on or before 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 Interim Financial Statements. For purposes of this Section, shall be referred to herein as “Pre-Closing Taxes.” If in the Pre-Closing case of any Taxes involve that are imposed on a periodic basis and are payable for a Taxable period which begins before and ends after that includes (but does not end on) the Closing Date, the portion of such Pre-Closing Taxes shall be calculated as though Tax which relates to the taxable year portion of the Company terminated as of the close of business such Taxable period ending on the Closing Date; provided, however, that Date shall (a) in the case of a Tax not any sales, use, transfer or other similar Taxes, and in the case of employment, payroll or other similar Taxes, be based on incomean interim closing of the books as of the Closing Date and (b) in the case of any Taxes not described in subsection (a) above (other than Taxes based upon or related to income or receipts), receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 which begin before the Closing Date and end after the Closing Date Date. The Purchaser shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. Subject to Section 5.2(G), the Sellers shall deliver to the Purchaser, at least three (“Straddle Tax Returns”). Any 3) business days prior to the date on which such Taxes are required to be paid, that portion of any Tax the Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such taxable period ending on or before the Closing Date. For purposes of this Section 5.2(C), in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from the beginning of in the taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Subject to the proration provisions of the preceding sentence, any credits or refunds relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and each of its Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Purchaser shall be reimbursed from the General Escrow Fund an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Taxable period ending on or before the Closing Date, shall be referred except to herein the extent such Taxes were reflected as “Pre-a liability on the Final Closing Taxes.” If Statement. For purposes of this Section 6.12(b), in the Pre-Closing case of any Taxes involve that are imposed on a periodic basis and are payable for a Taxable period which begins before and ends after that includes (but does not end on) the Closing Date, the portion of such Pre-Closing Taxes shall be calculated as though Tax which relates to the taxable year portion of the Company terminated as of the close of business such Taxable period ending on the Closing Date; provided, however, that Date shall (y) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period. All determinations necessary , and (z) in the case of any Tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be made in a manner consistent with prior practice of taken into account as though the Companyrelevant Taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company for tax periods which begin before the Closing Date and end after the Closing Date Date. Buyer shall permit the Sellers to review and comment upon each such tax return described in the preceding sentence prior to filing. Sellers shall pay to Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which taxes are paid with respect to such periods an amount equal to the portion of any Tax such taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such taxable period ending on the Closing Date to the extent attributable to such taxes are not reflected in the tax liability shown on the unaudited 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any taxes other than taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of Tax such tax for the entire taxable period multiplied by a fraction, fraction the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be is the number of days in the taxable period ending on the Closing Date, and the denominator of which is the number of days in the entire taxable period. All determinations necessary ; and (ii) in the case of any tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations shall amount which would be made in a manner consistent with prior practice of payable if the Companyrelevant taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date Date. The Seller shall pay to the Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such taxable period ending on or before the Closing Date, shall be referred except to herein as “Pre-the extent such Taxes were provided for on the Closing Taxes.” If Date Financial Statements. For purposes of this Section 13.2, in the Pre-Closing case of any Taxes involve that are imposed on a periodic basis and are payable for a taxable period which begins before and ends after that includes (but does not end on) the Closing Date, the portion of such Pre-Closing Taxes shall be calculated as though Tax which relates to the portion of such taxable year of the Company terminated as of the close of business period ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from the beginning of in the taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the entire taxable periodperiod and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company FRE for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Sellers shall pay to the Company within 15 days after the dateon which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyFRE.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. The Seller shall pay to the Buyer within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period 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 Tax period that includes (but does not end on) the Closing Date, such Tax shall be apportioned to each day in the relevant Tax period on a pro rata basis, and in the case of any Tax based upon or related to income or receipts, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date (“Straddle shall be deemed equal to the amount which would be payable if the relevant Tax Returns”)period ended on the Closing Date. Any The portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Tax period ending on or before the Closing Date shall (a) be payable by the Seller, and (b) shall not include any Taxes attributable to actions taken by the Buyer on the Closing Date, shall be referred . Any credits relating to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a Tax period which that begins before and ends after the Closing Date, such Pre-Closing Taxes Date shall be calculated taken into account as though the taxable year of the Company terminated as of the close of business relevant Tax period ended on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 period which begin begins on or before the Closing Date and end ends after the Closing Date (a “Straddle Tax ReturnsPeriod”). Any The Purchaser shall be reimbursed by the Members, on a joint and several basis, for an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date within fifteen (15) days after payment by the Purchaser or the Company or any Tax which must be paid in connection with the filing Subsidiary of a Straddle Tax Returnsuch Taxes, except to the extent attributable to any period or portion of such Taxes were reflected as a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business liability on the Closing Date; providedFinal Working Capital Schedule. For purposes of this Section 7.6(d) and Section 10.1(e), however, that in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax not that relates to the portion of such Straddle Period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable period entire Straddle Period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable period through Straddle Period ending on the Closing Date and the denominator of which shall be is the number of days in the taxable period. All determinations necessary entire Straddle Period and (ii) in the case of any Tax based upon or related to give effect income or receipts, be deemed equal to the foregoing allocations shall amount which would be made in a manner consistent with prior practice of payable if the Company.relevant Straddle Period ended on the 50

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Sellers shall pay to the Buyer within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such taxable period ending on the Closing Date to the extent attributable such Taxes are not reflected in the accrual for Tax liability (rather than any accrual for deferred Taxes established to reflect timing differences between book and Tax income) shown on the finally determined Closing Balance Sheet. For purposes of this Section 5.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a taxable period or portion of a period ending on or before that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be referred deemed equal to herein as “Pre-the amount which would be payable if the relevant taxable period ended on the Closing Taxes.” If the Pre-Closing Taxes involve Date. Any credits relating to a taxable period which that begins before and ends after the Closing Date, such Pre-Closing Taxes Date shall be calculated taken into account as though the relevant taxable year of the Company terminated as of the close of business period ended on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of for the Company Acquired Entities for Tax periods which begin before the Closing Date and end after the Closing Date Date. Sellers shall pay to Buyer within fifteen (“Straddle Tax Returns”). Any 15) days of the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Taxable period ending on or before the Closing Date. For purposes of this Section 9.1(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, shall be referred the portion of such Taxes which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on upon or related to income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (y) in the case of any Tax based upon or related to income be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.Acquired Entities. (c)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date Date. The Purchaser shall permit the Seller Representative at least twenty (“20) Business Days during which to review and comment on each such Tax Return described in the preceding sentence prior to filing. For purposes of this Section, in the case of any Straddle Tax Returns”). Any Period, as defined below, the portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Taxable period ending on or before the Closing Date, shall be referred to herein as Date (the “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes Portion”) shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period. All determinations necessary , any (y) in the case of any Tax based upon or related to give effect income or receipts be deemed equal to the foregoing allocations amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Straddle Period shall be made in a manner consistent with prior practice of taken into account as though the Companyrelevant Taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Acquired Companies for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Date. The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns”). 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, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyAcquired Companies.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer ExamWorks 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 which begin before the Closing Date and end after the Closing Date Date. The Stockholder Representative (“Straddle Tax Returns”). Any on behalf of the Stockholders) shall pay to ExamWorks within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any such Taxes which relates to the portion of such Tax which must be paid in connection with period ending on the filing of a Straddle Tax Return, Closing Date to the extent attributable 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 taxable income) shown in the Final Working Capital Schedule. For purposes of this Section 7.12(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Tax period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period. All determinations necessary , any (ii) in the case of any Tax based upon or related to give effect income or receipts be deemed equal to the foregoing allocations shall amount which would be made in a manner consistent with prior practice of payable if the Companyrelevant Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (a “Straddle Tax ReturnsPeriod”). Any The Seller Parties shall pay to the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a such Straddle Tax Return, Period ending on the Closing Date to the extent attributable such Taxes are not reflected in a reserve for Tax liability (rather than any reserve for deferred Taxes established to any period or portion of a period ending reflect timing differences between book and Tax income) shown on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year face of the Company terminated as Final Closing Adjustment Statement and included in the computation of Net Working Capital. For purposes of the close Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of business on the Closing Date; providedthis Agreement, however, that in the case of any Taxes that are payable for a Straddle Period, the portion of such Tax not based related to the portion of such Straddle Period ending on incomeand including the Closing Date shall (i) in the case of any Taxes other than those described in clause (ii) below, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be deemed equal to the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on and including the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period. All determinations necessary , and (ii) in the case of any Taxes based upon or related to give effect income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the foregoing allocations shall amount which would be made in a manner consistent with prior practice of payable if the Companyrelevant Tax period ended on and included the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiary for Income Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”Date. Subject to Section 7.1(e). Any , the Sellers shall pay to the Company within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable 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 finally determined Closing Balance Sheet. For purposes of this Section 7.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period or portion of a period ending on or before that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall be referred deemed equal to herein as “Pre-the amount which would be payable if the relevant Taxable period ended on the Closing Taxes.” If the Pre-Closing Taxes involve Date. Any credits relating to a Taxable period which that begins before and ends after the Closing Date, such Pre-Closing Taxes Date shall be calculated taken into account as though the taxable year of the Company terminated as of the close of business relevant Taxable period ended on the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyCompany and its Subsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Date. The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns”). 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, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.. The intent of this paragraph is that taxes related to H&H when vended out be paid by H&H.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target for Tax periods which begin before the Closing Date and end after the Closing Date Date. Sellers shall pay to the Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Taxable period ending on or before 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, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period. All determinations necessary , and (ii) in the case of any Tax based upon or related to give effect income or receipts be deemed equal to the foregoing allocations amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be made in a manner consistent with prior practice of taken into account as though the Companyrelevant Taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Date. The Buyer shall permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns”). 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, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date Date. Sellers shall pay to Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any such Taxes which relates to the portion of such Tax which must be paid in connection with period ending on the filing of a Straddle Tax Return, Closing Date to the extent attributable such Taxes are not reflected in the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing balance sheet used in calculating the Final Purchase Price. For purposes of this Section 5.4(d), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Tax period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for tax periods which begin before the Closing Date and end after the Closing Date Date. Except as otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with Tax Returns prepared and filed by the Company prior to the Closing Date. The Shareholder shall pay to the Purchaser within fifteen (“Straddle Tax Returns”). Any 15) days of the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable to such Taxes are not accrued on 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Taxes which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on upon or related to income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable periodentire Taxable period and (y) in the case of any Tax based upon or related to income be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice practices of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer 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 Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Purchaser shall be reimbursed by the Shareholder for an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending on and including the Closing Date within fifteen (15) days after filing the applicable Tax Return and providing proof of payment by the Purchaser or the Company or any Tax which must be paid in connection with the filing Subsidiary of a Straddle Tax Returnsuch Taxes, except to the extent attributable to such Taxes were reflected as a liability on the Balance Sheet. For purposes of this , in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax that relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Tax period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (y) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Tax period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Tax period through ending on and including the Closing Date and the denominator of which shall be is the number of days in the taxable entire Tax period, and (z) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Tax period ended on the Closing Date. Any credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer DBT shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Subsidiaries for Tax periods, which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any portion For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a 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 that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that Date shall (a) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, (b) in the case of any Tax based upon or related to income on receipts, be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the CompanyCompany and the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Telecom for Tax periods which begin before the Closing Date and end after the Closing Date Date. Telecom shall pay to Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable 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 Financial Statements. (For purposes of this Section 9.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyTelecom.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company Target for tax periods which begin before the Closing Date and end after the Closing Date Date. The Seller shall pay to the Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which taxes are paid with respect to such periods an amount equal to the portion of any Tax such taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such taxable period ending on or before 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, shall be referred the portion of such tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any taxes other than taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of Tax such tax for the entire taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from the beginning of in the taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the entire taxable period, and (y) in the case of any tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyTarget.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer With -------------------------------------------------------------- the assistance of and subject to review by Old Mutual, the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns for each of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing Date Date. Old Mutual shall pay to the Purchaser within fifteen (“Straddle Tax Returns”). Any 15) days of the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable to the amounts of such Taxes are not utilized in determining the Actual Net Tangible Assets. 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Taxes which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (i) in the case of a Tax not any Taxes other than Taxes based on upon or related to income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (ii) in the case of any Tax based upon or related to income be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer With respect to the Sequa Can Subsidiaries, Xxxxxx shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of covering the Company Business or its successor for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any portion For purposes of this Section, in the case of any Tax which must be paid in connection with the filing of Taxes that are imposed on a Straddle Tax Return, to the extent attributable to any periodic basis and are payable for a Taxable period or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (a) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from the beginning of in the taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period. All determinations necessary , and (b) in the case of any Tax based on or related to give effect income or receipts, be deemed equal to the foregoing allocations amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be made in a manner consistent with prior practice of taken into account as though the Companyrelevant Taxable period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Holdings shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of relating to the Company Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date Date. Loewen shall pay to Hoxxxxxx within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with the filing of a Straddle Tax Return, relates to the extent attributable to any period or portion of a such Taxable period ending on or before the Closing Date. For purposes of this Section 8.2(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, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (A) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the entire taxable period, and (B) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Companyapplicable Subsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date (with such periods being a “Straddle Period” and such Tax returns being the “Straddle Tax Returns”). Buyer shall permit Seller to review and comment on each such Straddle Tax Returns 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, shall be referred to herein as “Pre-Closing Taxes.” If 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 taxable year of the Company terminated as of the close of business on the Closing Date; provided, provided however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Neocom for Tax periods which begin before the Closing Date and end after the Closing Date (“Straddle Tax Returns”)Date. Any The Sellers shall pay to the Company within 15 days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the Closing Date to the extent attributable 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such Taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning of the taxable Taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the CompanyNeocom.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date Date. To the extent permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such period on their Tax Returns in a manner consistent with the Schedule K-1s forwarded by the Company to the Sellers for such periods. Sellers shall pay to Buyer within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax such Taxes which must be paid in connection with relates to the filing portion of a Straddle Tax Return, such taxable period ending on the Closing Date to the extent attributable 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 Financial Statements. 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax which relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such taxable period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of the Company terminated as of the close of business ending on the Closing Date; provided, however, that Date shall (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from the beginning of in the taxable period through ending on the Closing Date and the denominator of which shall be is the number of days in the entire taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Partnership shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company which for Tax periods that begin before the Closing Date and end after the Closing Date Date. Contributors shall pay to the Partnership within fifteen (“Straddle Tax Returns”). Any 15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of any Tax which must be paid in connection with such Taxes that relates to the filing portion of a Straddle Tax Return, such Taxable period ending on the end of or prior to the Closing Date to the extent attributable to such Taxes were not funded by Contributors at Closing. 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 or portion of a period ending on or before that includes (but does not end on) the Closing Date, shall be referred the portion of such Tax that relates to herein as “Pre-Closing Taxes.” If the Pre-Closing Taxes involve a portion of such period which begins before and ends after ending on the end of or prior to the Closing Date, such Pre-Closing Taxes Date shall be calculated as though the taxable year of the Company terminated as of the close of business on the Closing Date; provided, however, that (x) in the case of a Tax not any Taxes other than Taxes based on income, upon or related to income or receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal deemed to be the amount of such Tax for the taxable entire Taxable period multiplied by a fraction, fraction the numerator of which shall be is the number of days from in the beginning Taxable period ending on the end of the taxable period through or prior to the Closing Date and the denominator of which shall be is the number of days in the taxable entire Taxable period, and (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the end of the Closing Date. Any credits relating to a Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Taxable period ended on the end of or prior to the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.