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, at its own expense, prepare or cause to be prepared and timely file or cause timely to be filed any Tax Returns of the Acquired Companies for Tax periods that begin before the Closing Date and end after the Closing Date. Provided Buyer has complied with the procedures outlined in Section 5.7(c) hereof, Buyer shall be reimbursed by Seller for an amount equal to the portion of the Taxes (less any prepayment of Taxes) shown as due on such Tax Returns that relate to the portion of such Taxable period ending on December 31, 2007 within fifteen (15) days after receipt by Seller of notice from Buyer that payment by Buyer or the applicable Acquired Company of such Taxes has been made. For purposes of this Section 5.7(b) and Section 8.1(d), in the case of any Income Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) December 31, 2007, the portion of such Income Tax that relates to the portion of such Taxable period ending on December 31, 2007 shall be deemed equal to the amount which would be payable if the relevant Taxable period ended on December 31, 2007. The portion of any Taxes other than Income Tax that relates to the period ending on December 31, 2007 shall be determined on a daily pro rata basis. Any credits or estimated tax payments relating to a Taxable period that begins before and ends after December 31, 2007 shall be taken into account as though the relevant Taxable period ended on December 31, 2007. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Acquired Company.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall, at its own expense, shall prepare or cause to be prepared and timely file or cause timely to be filed any Tax Returns of MMG and the Acquired Companies Subsidiary for Tax periods that begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”). Provided Buyer has complied shall permit Parent to review and comment on each such Tax Return described in the preceding sentence prior to filing. If Parent objects to such Tax Returns, the parties shall endeavor to reach agreement for a period of ten (10) days, and if the parties are unable to reach an agreement with such ten (10)-day period, they shall resolve any disputes using the procedures outlined dispute mechanism set forth in Section 5.7(c) hereof2.3, Buyer which shall be reimbursed by Seller for an conclusive and binding on the parties. Parent shall pay to Buyer the amount equal to the portion of the Taxes (less any prepayment of Taxes) shown as due on with respect to such Tax Returns that relate to as prepared by Buyer if Parent doesn’t object or, if applicable, as has been determined in accordance with the portion of such Taxable period ending on December 31, 2007 dispute mechanism as described in this Section 3.14(a)(iii) within fifteen five (155) days after receipt by Seller of notice from Buyer that payment following any demand by Buyer or the applicable Acquired Company of for such payment less any amount relating to such Taxes has been made(as finally determined in accordance with Article II) that was taken into account in the calculation of the Closing Date Working Capital, which demand shall not be earlier than ten (10) days before such Taxes are due. For purposes of this Section 5.7(b) and Section 8.1(d)prorating Taxes, in the case of any Income Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) December 31, 2007the Closing Date, the portion of such Income Tax that which relates to the portion of such Taxable taxable period ending on December 31the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, 2007 shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on and including the Closing Date and the denominator of which 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 taxable period ended on December 31the Closing Date, 2007. The provided that any Taxes attributable to the transactions contemplated by this Agreement shall be allocated to the portion of any Taxes other than Income Tax that relates to the taxable period ending on December 31, 2007 shall be determined on a daily pro rata basisthe Closing Date. Any credits or estimated tax payments relating to a Taxable taxable period that begins before and ends after December 31, 2007 the Closing Date shall be taken into account as though the relevant Taxable taxable period ended on December 31, 2007as of the end of 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 MMG and the applicable Acquired CompanySubsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shallAfter the Closing Date, at its own expense, Denbury shall timely prepare or cause to be prepared and timely file or cause timely any Matrix Tax Returns required to be filed any Tax Returns of the Acquired Companies for with respect to Tax periods that which begin before the Closing Date and end after the Closing DateDate (the "Straddle Returns"). Provided Buyer has complied with the procedures outlined in Section 5.7(c) hereof, Buyer The Matrix Common Shareholders shall be reimbursed liable for any Taxes of Matrix payable by Seller for an amount equal to the portion of the Taxes (less any prepayment of Taxes) shown as due on such Tax Returns that relate Matrix with respect to the portion of such Taxable period Tax periods ending on December March 31, 2007 2001 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) on the Matrix Financial Statements as of March 31, 2001 ("Additional Matrix Straddle Taxes"). The Matrix Common Shareholders shall indemnify Denbury for such Additional Matrix Straddle Taxes in accordance with the provisions of Article VIII of this Agreement. To the extent there are Additional Matrix Straddle Taxes that are not satisfied under Section 2.01(d) of this Agreement, the Matrix Common Shareholders shall reimburse Denbury for any such excess Additional Matrix Straddle Taxes within fifteen (15) days after receipt by Seller of notice from Buyer that the payment by Buyer Denbury or the applicable Acquired Company its Subsidiary of such Taxes has been madeTaxes. For purposes of this Section 5.7(b) and Section 8.1(d7.19(b), in the case of any Income Taxes that are imposed on a periodic basis and are payable for a Taxable Tax period that includes (but does not end on) December March 31, 20072001, the portion of such Income Tax that Taxes which relates to the portion of such Taxable Tax period ending on December the March 31, 2007 2001 shall be deemed equal to the amount which would be payable if the relevant Taxable Tax period ended on December the March 31, 2007. The portion of any Taxes other than Income Tax that relates to the period ending on December 31, 2007 shall be determined on a daily pro rata basis2001. Any credits or estimated tax payments relating to a Taxable Tax period that begins before and ends after December March 31, 2007 2001 shall be taken into account as though the relevant Taxable Tax period ended on December March 31, 20072001. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Acquired CompanyMatrix.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall, at its own expense, The Purchaser shall prepare or cause to be prepared and timely file or cause timely to be filed any all Tax Returns of the Acquired Companies Company for all Tax periods that which begin before the Closing Date and end after the Closing Date. Provided Buyer has complied with , and the procedures outlined in Section 5.7(cCompany shall pay all Taxes due, provided however that Majority Shareholders shall promptly reimburse Purchaser and the Company (i) hereof, Buyer shall be reimbursed by Seller for an amount equal any Taxes of Company to the extent allocable to the portion of the Taxes (less any prepayment of Taxes) shown as due on such Tax Returns that relate to the portion of such Taxable taxable period ending on December 31or prior to the Closing Date and (ii) 50% of the costs of preparing and filing such Tax Returns, 2007 within fifteen in each case, to the extent that such amounts are not reflected in the calculation of Final Net Worth, (15) days after receipt by Seller of notice from Buyer that payment by Buyer or the applicable Acquired Company of such Taxes has not reflected in said calculation hereinafter being referred to as "Section 11.5 Unexpected Taxes"); and provided further, that the Majority Shareholders' aggregate liability under this Section 11.5 and Section 11.3 shall be limited to the amount by which Final Net Worth, after reduction by the amount of the Unexpected Taxes, would have been madeless than $1,100,000. For purposes of this Section 5.7(b) and Section 8.1(d)the preceding sentence, in the case of any Income Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) December 31, 2007the Closing Date, the portion of such Income Tax that relates is allocable to the portion of such Taxable taxable period ending on December 31the Closing Date shall (i) in the case of any Taxes other than Income Taxes, 2007 shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Income Tax, be deemed equal to the amount which would be payable if the relevant Taxable taxable period ended on December 31, 2007. The portion of any Taxes other than Income Tax that relates to the period ending on December 31, 2007 shall be determined on a daily pro rata basis. Any credits or estimated tax payments relating to a Taxable period that begins before and ends after December 31, 2007 shall be taken into account as though the relevant Taxable period ended on December 31, 2007. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the applicable Acquired CompanyClosing Date.

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall, at its own expense, prepare or shall cause to be prepared and timely file or cause timely to be filed any Tax Returns state, local or foreign tax returns of the Acquired Cabot LNG Companies for Tax taxable periods that which begin before the Closing Date and end after the Closing Date. Provided Buyer has complied Date in each case using the past practices and methods of the Cabot LNG Companies for preparing and filing such tax returns, provided that such past practices and methodologies are consistent with the procedures outlined in Section 5.7(capplicable rules and regulations. Cabot shall have the right to review such forms at least 15 days prior to the applicable filing deadline and require changes to any such tax forms to make them consistent with the Cabot LNG Companies past practices and methods through its 1998 taxable year of preparing and filing such tax returns, provided that, Cabot's counsel reasonably concludes that such past practices and methodologies are consistent with such rules and regulations and that the Buyer will not be subject to penalties if it follows such practices and methods. Cabot shall pay to (or as directed by) hereof, Buyer shall be reimbursed by Seller for an amount amounts equal to the portion portions of the such Taxes (less any prepayment of Taxes) shown as due on such Tax Returns that which relate to the portion portions of such Taxable period taxable periods ending on December 31the Closing Date to the extent such Taxes have not already been paid by the Cabot LNG Companies (including payments made by the Cabot LNG Companies or the Seller prior to the Closing) or reflected in the Closing Balance Sheet or the Asset Change Adjustment, 2007 within and such payments shall be made in each applicable case by the later of (i) fifteen (15) days after receipt by Seller the date when Buyer notifies Cabot of notice from Buyer that payment by Buyer or the applicable Acquired Company an amount of such Taxes has been madethat is payable and (ii) five (5) days prior to the due date for paying such amount of Taxes to the relevant tax authority. For purposes of this Section 5.7(b) and Section 8.1(d)7.6, in the case of any Income Taxes that are imposed on a periodic basis and are payable for a Taxable taxable period that includes (but does not end on) December 31, 2007the Closing Date, the portion of such Income Tax that which relates to the portion of such Taxable taxable period ending on December 31, 2007 the Closing Date shall be deemed equal to the amount which would be payable if the relevant Taxable period ended on December 31, 2007. The portion of any Taxes other than Income Tax that relates to the period ending on December 31, 2007 shall be determined on a daily pro rata basisClosing Date. Any credits or estimated tax payments relating to a Taxable taxable period that begins before and ends after December 31, 2007 the Closing Date shall be taken into account as though allocated on a basis consistent with the relevant Taxable period ended on December 31, 2007allocations made pursuant to the preceding sentence. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner that endeavors to be consistent with prior practice of the applicable Acquired Cabot LNG Company.