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

Tax Periods Beginning Before and Ending After the Closing Date. The 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 begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”). The Buyer shall be reimbursed by Sellers, 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 Buyer or the Company of such Taxes, except to the extent such Taxes were reflected as a liability on the Final Closing Working Capital Statement. For purposes of this Section 6.16(D), 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 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 upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle 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 Straddle Period ended on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any Tax period periods which begins on or begin before the Closing Date and ends end after the Closing Date (a “Straddle Period”)Date. The Buyer Parent shall be reimbursed by Sellers, on a joint and several basis, for in an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period Taxable period ending on the Closing Date within fifteen (15) days after payment by Buyer offsetting from the amount payable to the Holders in the Aggregate Second Payment Amount, Second Payment Holdback or the Company of such TaxesFourth Payment Amount, in each case as more fully set forth in Article 11 below, except to the extent that such Taxes were are reflected as a liability on in the Final Closing Working Capital Tax Reserve Statement. For purposes of this Section 6.16(D)the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTax period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Straddle Period Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction the numerator of which is the number of days in the Straddle Period Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period 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 Straddle Period ended on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period 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 Companies for any Tax period periods which begins on or before the Closing Date and ends begin after the Closing Date (a “Straddle Period”)Date. The Buyer and the Sellers shall be reimbursed by Sellersattempt in good faith to resolve any disagreements regarding such Tax Returns; provided, on a joint and several basishowever, for an amount equal to that the portion of final decision regarding any such Taxes which relates to Tax Return shall rest with the portion of such Straddle Period ending on the Closing Date within fifteen (15) days after payment by Buyer or the Company of such Taxes, except to the extent such Taxes were reflected as a liability on the Final Closing Working Capital StatementBuyer. For purposes of this Section 6.16(D)Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTax period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Straddle Period Tax period ending on the Closing Date shall (ix) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction the numerator of which is the number of days in the Straddle Period Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period Tax period, and (iiy) in the case of any Tax based upon or related to income or receipts, receipts be deemed equal to the amount which would be payable if the relevant Straddle Period Tax period ended on the Closing Date. Any credits relating to a Straddle Period Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Straddle Period 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 Companies.

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 periods which begins on or begin before the Closing Date and ends end after the Closing Date (a “Straddle Period”). The Date; provided, however, that the Shareholders shall reimburse Buyer shall be reimbursed by Sellers, on a joint and several basis, for an amount equal the portion of Taxes that relate to the portion of such Taxes which relates to the portion of such Straddle Period Tax period ending on the Closing Date within fifteen (15) days after payment by Buyer or the Company of such TaxesDate, except to the extent that such Taxes were are both (i) reflected as a 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 Final face of the Closing Working Capital StatementBalance Sheet and (ii) taken into account in computing the purchase price adjustment pursuant to Section 2.14. For purposes of this Section 6.16(D), in determining the case allocation of any Taxes that are imposed on a periodic basis for Tax periods which begin before and are payable for a Straddle Periodend after the Closing Date, the portion of such Tax that relates to the portion of such Straddle Period Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction the numerator of which is the number of days in the Straddle Period Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period 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 Straddle Period ended on the Closing Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period Tax period ended on the Closing Date.

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer With respect to the Sequa Can Subsidiaries, ▇▇▇▇▇▇ 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 any Tax period periods which begins on or begin before the Closing Date and ends end after the Closing Date (a “Straddle Period”). The Buyer shall be reimbursed by Sellers, 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 Buyer or the Company of such Taxes, except to the extent such Taxes were reflected as a liability on the Final Closing Working Capital StatementDate. For purposes of this Section 6.16(D)Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle PeriodTaxable period that includes (but does not end on) the Closing Date, the portion of such Tax that which relates to the portion of such Straddle Period Taxable period ending on the Closing Date shall (ia) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period Taxable period multiplied by a fraction the numerator of which is the number of days in the Straddle Period taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period Taxable period, and (iib) in the case of any Tax based upon on or related to income or receipts, be deemed equal to the amount which would be payable if the relevant Straddle Period Taxable period ended on the Closing Date. Any credits relating to a Straddle Period Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Straddle Period Taxable period ended on the Closing Date.