Common use of Tax Periods Ending on or Before the Closing Date Clause in Contracts

Tax Periods Ending on or Before the Closing Date. The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Seller determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Purchaser; provided, however, that for the avoidance of doubt, any Tax Returns which are required to be filed with respect to Company on a consolidated, unitary or other combined basis with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes of the Company with respect to tax periods ending on or before the Closing Date, or shall reimburse Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Company of such Taxes, except to the extent that such Taxes are included in the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amount.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing DateDate other than Income Tax Returns. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company The Buyer shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for provide the Seller determines that Entities with a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing and shall make such revisions to such Tax Returns as are reasonably requested by Returns. At least fifteen (15) days prior to the Purchaser; provided, however, that due date for the avoidance filing of doubtsuch Tax Returns, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns which Returns. If after consulting in good faith the Seller Entities and the Buyer are required unable to resolve such objections, such objections shall be filed with respect to Company resolved by treating items on such returns in a consolidated, unitary or other combined basis manner consistent with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes past practices of the Company with respect to tax periods ending on or before such items unless otherwise required by law. Notwithstanding any other provision in this Agreement to the Closing Datecontrary, or the Seller Entities shall reimburse Purchaser the Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Buyer or the Company of such Taxes, except Taxes to the extent that such Taxes are included in not reserved on the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amountDate Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Seller determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller Buyer shall permit the Purchaser Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Purchaser; provided, however, Stockholder Representative to the extent that any requested changes to the Tax Returns are consistent with the past practice of the Company or have substantial authority within the meaning of Section 6662 of the Code. The Stockholder Representative shall have not more than thirty (30) days following its receipt of a draft Income Tax Return for the avoidance taxable year ending on the Closing Date to review and make comments thereon. The Stockholder Representative shall have the right to approve, in its sole discretion, the filing of doubt, any amended return for any Tax Returns period ending on or prior to the Closing Date for which are required the Company does not have a legal obligation to be file. Notwithstanding Section 7.01 of this Agreement, the Stockholders shall have no indemnification obligation for any Tax Return filed in violation of the preceding sentence. The Stockholders shall advance funds to the Buyer for Taxes of the Company, if any, with respect to Company on a consolidatedsuch periods, unitary or other combined basis with to the Seller or the appropriate parent shall extent that such Taxes were not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes of the Company with respect to tax periods ending paid on or before the Closing Date, or shall reimburse Purchaser for Taxes of the Company with respect to such periods within fifteen (15) days after payment notice by the Buyer or the Company stating the amount of such Taxes and the date on which such Taxes are due; PROVIDED HOWEVER that no Stockholder shall be required to pay more than his, her or its Allocable Percentage of such Taxes, except to the extent that such Taxes are included in the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amount.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall ------------------------------------------------ prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Acquired Companies for all Tax taxable years or taxable periods ending on or prior to the Closing Date ("Pre-Closing Periods") which are to be filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for the Seller determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller Buyer shall permit the Purchaser Sellers' Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing filing, by providing a draft of each such Tax Return to the Sellers' Representative not less than fifteen days before the date on which such Tax Return is required to be filed, and shall make such revisions to such Tax Returns as are reasonably requested by the Purchaser; providedSellers' Representative. Buyer and Sellers' Representative shall attempt in good faith to resolve any issues arising out of the review of such Tax Returns. In no event, however, that for the avoidance of doubt, any Tax Returns which are shall Sellers be required to be filed pay any Taxes with respect to Company on a consolidated, unitary items of income or other combined basis with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes of the Company gain arising with respect to tax periods ending on or before the Closing DateAcquired Companies after the Closing, or shall reimburse Purchaser for Taxes of the Company including, without limitation, with respect to such periods within fifteen (15) days after payment any election under IRC Section 338 made by the Company of such Taxes, except Buyer with respect to the extent that such Taxes are included in Contemplated Transactions. Any income tax expense recognized by an Acquired Company by reason of the calculation exercise, redemption or cancellation of Closing Working Capital in which case Purchaser the Options or the Warrants shall pay such Tax amountbe treated as an item of expense arising prior to the Closing.

Tax Periods Ending on or Before the Closing Date. The Seller Sellers, at their own cost and expense, shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for of the Company for all Tax taxable periods ending on or before the Closing Date which have not been filed prior to the Closing Date which are filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company shall elect to treat the Closing Date as the last day of the taxable period. All such Such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except past practice, to the extent counsel for the Seller determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties)such past practice is in accordance with applicable Laws. Seller The Sellers shall permit the Purchaser Buyer to review and comment on each such Tax Return described in the preceding sentence at least fifteen (15) days prior to filing and filing, shall take into consideration such comments in good faith, shall make such revisions to such Tax Returns as are reasonably requested by the Purchaser; provided, however, that for the avoidance of doubt, any Buyer and all such Tax Returns which are required shall be subject to Buyer’s approval (such approval not to be filed with respect to Company on a consolidatedunreasonably withheld, unitary delayed or other combined basis with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and commentconditioned). The Seller Sellers shall pay be responsible for all Taxes of the Company with respect to tax for all taxable periods ending on or before the Closing DateDate to the extent such Taxes have not already been paid (including payments made by the Company or the Sellers prior to the Closing), or except to the extent reflected in Final Net Working Capital as finally determined pursuant to Section 2.3. Notwithstanding the foregoing, the Sellers shall reimburse Purchaser be permitted, at their own expense, to amend the Company’s federal income Tax Return for Taxes the 2012 fiscal year solely to enable the Company to report available research and development tax credits provided for under Section 41 of the Company with respect Code and, in furtherance of the foregoing, the Buyer shall reasonably cooperate (at Seller’s expense) as necessary for the Sellers’ preparation and filing of such amended Tax Return, which cooperation shall include, without limitation, the signing of such amended Tax Return. Sellers shall provide a copy of such Tax Returns to such periods within Buyer at least fifteen (15) days after payment by the Company prior to filing and such amended Tax Returns shall not reflect a position that does not have at least a more likely than not probability of such Taxes, except to the extent that such Taxes are included in the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amountsuccess.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company other than Income Tax Returns for all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company The Buyer shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for provide the Seller determines that Entities with a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing and shall make such revisions to such Tax Returns as are reasonably requested by Return. At least fifteen (15) days prior to the Purchaser; provided, however, that due date for the avoidance filing of doubtsuch Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns which Return. If after consulting in good faith the Seller Entities and the Buyer are required unable to resolve such objections, such objections shall be filed with respect to Company resolved by treating items on such returns in a consolidated, unitary or other combined basis manner consistent with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes past practices of the Company with respect to tax periods ending on or before the Closing Date, or such items unless otherwise required by law. The Seller Entities shall reimburse Purchaser the Buyer for Taxes of the Company with respect to such periods within fifteen (15) days after payment by the Buyer or the Company of such Taxes, except Taxes to the extent that such Taxes are included in not reserved on the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amountPreliminary Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the each Company other than Income Tax Returns for all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company The Buyer shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for provide the Seller determines that Entities with a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing and shall make such revisions to such Tax Returns as are reasonably requested by Return. At least fifteen (15) days prior to the Purchaser; provided, however, that due date for the avoidance filing of doubtsuch Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns which Return. If after consulting in good faith the Seller Entities and the Buyer are required unable to resolve such objections, such objections shall be filed with respect to Company resolved by treating items on such returns in a consolidated, unitary or other combined basis manner consistent with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes past practices of the applicable Company with respect to tax periods ending on or before the Closing Date, or such items unless otherwise required by law. The Seller Entities shall reimburse Purchaser the Buyer for Taxes of the each Company with respect to such periods within fifteen (15) days after payment by the Buyer or such Company of such Taxes, except Taxes to the extent that such Taxes are included in not reserved on the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amountDate Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company other than Income Tax Returns for all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company The Buyer shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for provide the Seller determines that Entities with a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on draft of each such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing and shall make such revisions to such Tax Returns as are reasonably requested by Return. At least fifteen (15) days prior to the Purchaser; provided, however, that due date for the avoidance filing of doubtsuch Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns which Return. If after consulting in good faith the Seller Entities and the Buyer are required unable to resolve such objections, such objections shall be filed with respect to Company resolved by treating items on such returns in a consolidated, unitary or other combined basis manner consistent with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes past practices of the Company with respect to tax periods ending on or before the Closing Date, or such items unless otherwise required by law. The Seller Entities shall reimburse Purchaser for pay such Taxes of the Company with respect to such periods within fifteen (15) days after payment demand by the Buyer or the Company of such Taxes, except Taxes to the extent that such Taxes are included in not reserved on the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amountDate Balance Sheet.

Tax Periods Ending on or Before the Closing Date. The Seller Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company other than Income Tax Returns for all Tax periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. To the extent permitted by applicable Law with respect to any particular Tax regarding the Company, the Company The Buyer shall elect to treat the Closing Date as the last day of the taxable period. All such Tax Returns for the Company shall be prepared and filed on a basis consistent with prior Tax Returns filed for the Company (except to the extent counsel for provide the Seller determines that Entities with a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). Seller shall permit the Purchaser to review and comment on draft of each 32 such Tax Return described in the preceding sentence at least thirty (30) days prior to the due date for filing and shall make such revisions to such Tax Returns as are reasonably requested by Return. At least fifteen (15) days prior to the Purchaser; provided, however, that due date for the avoidance filing of doubtsuch Tax Return, the Seller Entities shall notify the Buyer of the existence of any reasonable objection the Seller Entities may have to any items set forth on such draft Tax Returns which Return. If after consulting in good faith the Seller Entities and the Buyer are required unable to resolve such objections, such objections shall be filed with respect to Company resolved by treating items on such returns in a consolidated, unitary or other combined basis manner consistent with the Seller or the appropriate parent shall not be delivered to Purchaser and subject to review and comment. The Seller shall pay all Taxes past practices of the Company with respect to tax periods ending on or before the Closing Date, or such items unless otherwise required by law. The Seller Entities shall reimburse Purchaser for pay such Taxes of the Company with respect to such periods within fifteen (15) days after payment demand by the Buyer or the Company of such Taxes, except Taxes to the extent that such Taxes are included in not reserved on the calculation of Closing Working Capital in which case Purchaser shall pay such Tax amount.Date Balance Sheet. (c)