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. Seller shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. Buyer shall pay to Seller 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 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 that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax period beginning after the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after the Closing Date and the denominator of which is the number of days in the 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 Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Group and its Subsidiaries the Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Purchaser and the Companies shall pay afford the Representative a reasonable opportunity to Seller within fifteen (15) days after review the date on which Taxes are paid with respect to such periods an amount equal to proposed form of any state income Tax Return of the portion of such Taxes which relates to Group and the portion of such Tax Companies for any period beginning that begins before and ends after the Closing DateDate and shall not file any such Tax Return without the prior written consent of the Representative, which consent shall not be unreasonably withheld. Revisions reasonably requested by the Representative to such proposed Tax Returns shall be considered in good faith by the Purchaser. For purposes of this sectionAgreement, 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 that relates to the portion of such Tax period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 (yii) 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 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 Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of for the Company and its Subsidiaries Acquired Entities for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Sellers shall pay to Seller Buyer within fifteen (15) days after of the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date. For purposes of this sectionSection 9.1(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 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 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 reasonable prior practice of the Company and its SubsidiariesAcquired Entities.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Sub shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Stockholders shall pay to Seller Sub 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 Taxable period beginning after ending on the Closing Date. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall shall: (xA) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) ; and (yB) 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 Taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries each Subsidiary for any Tax periods that begin period which begins on or before the Closing Date and end ends after the Closing DateDate (a “Straddle Period”). Buyer The Purchaser shall pay to Seller within fifteen (15) days after be reimbursed by the date Members, on which Taxes are paid with respect to such periods a joint and several basis, for an amount equal to the portion of such Taxes which relates to the portion of such Tax period beginning after Straddle Period ending on the Closing DateDate within fifteen (15) days after payment by the Purchaser or the Company or any Subsidiary of such Taxes, except to the extent such Taxes were reflected as a liability on the Final Working Capital Schedule. For purposes of this sectionSection 7.6(d) and Section 10.1(e), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing DateStraddle Period, the portion of such Tax which that relates to the portion of such Tax period beginning after Straddle Period ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after Straddle Period ending on the Closing Date and the denominator of which is the number of days in the 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) Straddle Period and (yii) 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 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 Straddle 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 Company and its Subsidiaries.50

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer shall pay to Seller 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 beginning after the Closing Date. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 Tax Taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller 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 that which begin before the Closing Date and end after the Closing Date. Buyer The Purchaser shall pay to Seller within fifteen (15) days after be reimbursed from the date on which Taxes are paid with respect to such periods General Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date, except to the extent such Taxes were reflected as a liability on the Final Closing Statement. For purposes of this sectionSection 6.12(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (xy) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) , and (yz) 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 Tax Taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Shareholder Representative shall pay be permitted to Seller within fifteen (15) days after the date on which Taxes are paid with respect to review, comment and approve that portion of each such periods an amount equal Tax Return related to the portion of such Taxes which relates to the portion of such Tax taxable period beginning after ending on the Closing DateDate prior to filing, which approval the Shareholder Representative will not unreasonably withhold or delay. For purposes of this sectionAgreement, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which that relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (yii) 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 taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable past custom and prior practice of the Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax taxable periods that which begin before the Closing Date and end after the Closing Date. Buyer Sellers shall pay to Seller within fifteen Buyer no later than five (155) days after before 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 taxable period beginning after ending on the Closing Date. For purposes of this sectionSection 8.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (y) 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 Tax taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date or any other Tax Returns of the Company not described in Section 8.1 which are due after the Closing Date. Buyer Sellers shall pay to Seller 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 Taxable period beginning after 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 sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (xa) in the case of any sales, use, transfer or other similar Taxes, and in the case of employment, payroll or other similar Taxes, be based on an 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), be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 Tax period began after the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company and its Subsidiaries Target for Tax tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Seller shall pay to Seller the Buyer within fifteen (15) days after the date on which Taxes taxes are paid with respect to such periods an amount equal to the portion of such Taxes taxes which relates to the portion of such Tax taxable period beginning after ending on the Closing Date. For purposes of this sectionSection, in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes taxes other than Taxes taxes based upon or related to income or receipts, be deemed to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (y) in the case of any Tax tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. Seller shall 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 Company and its Subsidiaries 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 pay be reimbursed by Seller for an amount equal to Seller 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 date on which Taxes are paid with respect to such periods an amount equal to the portion applicable Acquired Company of such Taxes which relates to the portion of such Tax period beginning after the Closing Datehas been made. For purposes of this sectionSection 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 Tax Taxable period that includes (but does not end on) the Closing DateDecember 31, 2007, the portion of such Income Tax which that relates to the portion of such Tax Taxable period beginning after the Closing Date ending on December 31, 2007 shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after the Closing Date and the denominator of which is the number of days in the 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 Taxable period ended on December 31, 2007. The portion of any Taxes other than Income Tax that relates to the period began after the Closing Dateending on December 31, 2007 shall be determined on a daily pro rata basis. Any credits or estimated tax payments relating to a Tax Taxable period that begins before and ends after the Closing Date December 31, 2007 shall be taken into account as though the relevant Tax Taxable period ended on the Closing DateDecember 31, 2007. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its Subsidiariesapplicable Acquired Company.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Except as provided in the immediately following sentence, Sellers, as directors of the Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date, subject to Telepad's prior review and approval. Buyer If, as a result of the transfer of the Shares hereunder to Telepad, the Company or Telepad is required or agrees to file a Tax Return or pay Taxes for a period which includes the Closing Date, Sellers shall pay to Seller the Company or Telepad, as the case may be, within fifteen (15) 15 days after the date on which Taxes 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 taxable period beginning after ending on the Closing Date. For purposes of this sectionSection 8.01(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than the Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (yii) 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 Tax taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The --------------------------------------------------------------- Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns tax returns of the Company and its Subsidiaries Target for Tax tax periods that which begin before the Closing Date and end after the Closing Date. ▇▇▇▇▇▇▇▇'▇ obligation to reimburse the Buyer shall pay to Seller 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 taxes which relates to the portion of such Tax taxable period beginning after ending on the Closing DateDate to the extent such taxes are not reflected in the reserve for tax liability is set forth in Section 7.2. For purposes of this sectionSection, in the case of any Taxes taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (xa) in the case of any Taxes taxes other than Taxes taxes based upon or related to income or receipts, be deemed to be the amount of such Tax tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (yb) in the case of any Tax tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Tax taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though allocated in the relevant Tax period ended on the Closing Datesame manner. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesTarget.

Tax Periods Beginning Before and Ending After the Closing Date. Seller 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 its Subsidiaries Agro for Tax tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Seller and the Agro Seller shall pay to Seller 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 taxes which relates to the portion of such Tax taxable period beginning after ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax income) shown on the face of the Closing Balance Sheet. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 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 Company and its Subsidiaries.the

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Purchaser shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of the Company and its Subsidiaries for all Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer , and the Company shall pay all Taxes due, provided however that Majority Shareholders shall promptly reimburse Purchaser and the Company (i) for any Taxes of Company to Seller within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal extent allocable to the portion of the taxable period ending on or prior to the Closing Date and (ii) 50% of the costs of preparing and filing such Tax Returns, in each case, to the extent that such amounts are not reflected in the calculation of Final Net Worth, (such Taxes which relates 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 portion amount by which Final Net Worth, after reduction by the amount of such Tax period beginning after the Closing DateUnexpected Taxes, would have been less than $1,100,000. For purposes of this sectionthe preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates that is allocable to the portion of such Tax taxable period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receiptsIncome Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (yii) in the case of any Tax based upon or related to income or receipts Income Tax, 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 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 reasonable prior practice of the Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”). Buyer The Seller Parties shall pay to Seller the Purchaser within fifteen (15) days after the date on which Taxes are paid with respect to such periods Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period beginning after Straddle Period ending on the Closing DateDate to the extent such Taxes are not reflected in a reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Final Closing Adjustment Statement and included in the computation of Net Working Capital. For purposes of the Tax Return preparation, Tax reimbursement, and Tax indemnity provisions of this sectionAgreement, 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 DateStraddle Period, the portion of such Tax which relates related to the portion of such Tax period beginning after Straddle Period ending on and including the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receiptsthose described in clause (ii) below, be deemed equal to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on and including the Closing Date and the denominator of which is the number of days in the 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 (yii) in the case of any Tax Taxes based upon or related to income income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Tax period began after ended on and included 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 Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries Acquired Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. The Buyer shall pay permit the Seller to Seller within fifteen (15) days after the date review and comment 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 each such Tax period beginning after Return described in the Closing Datepreceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this sectionSection, 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 beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 reasonable prior practice of the Company and its SubsidiariesAcquired Companies.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing DateStraddle Periods. Buyer shall permit the Shareholder to review each such Tax Return described in the preceding sentence prior to filing. The Shareholder shall pay to Seller 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 taxable period beginning after ending on the Closing Date. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptsreal and personal property Taxes, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (y) in the case of any Tax based upon or related to income or receipts other Tax, be deemed equal to the amount which would be payable if the relevant Tax taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Sellers shall pay to Seller Buyer within fifteen (15) days after of the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing DateDate to the extent 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 sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 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 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 reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Sellers shall pay to Seller the Purchaser within fifteen (15) days after of the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Net Equity. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income receipts or receiptsincome, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) , and (y) in the case of any Tax based upon or related to receipts or 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 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 reasonable prior practice of the Company and each of its SubsidiariesSubsidiaries jointly by the Purchaser and the Representative.

Tax Periods Beginning Before and Ending After the Closing Date. Seller shall Parent will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries Group (or any member thereof) for Tax periods that begin before the Closing Date and end after the Closing Date. Buyer shall pay to Seller 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 beginning after the Closing DateStraddle Periods. For purposes of this sectionSection 6.10(b), 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 DateStraddle Period, the portion of such Tax which that relates to the portion of such Tax period beginning after Straddle Period ending on the Closing Date shall will (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after Straddle Period ending on the Closing Date and the denominator of which is the number of days in the 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) Straddle Period and (yii) in the case of any Tax based upon or related to income or receipts receipts, be deemed equal to an amount calculated on a deemed closing of the amount which would be payable if books basis for the relevant Tax period began after portion of such Straddle Period ending on the Closing Date. Any credits relating to a Tax , provided, that exemptions, allowances or deductions that are calculated on an annual or other periodic basis (including depreciation and amortization deductions) will be allocated between the period that begins before ending on the Closing Date and ends the period after the Closing Date shall be taken into account as though in proportion to the relevant Tax period ended on the Closing Datenumber of days in each such period. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. The Buyer shall pay permit the Seller to Seller within fifteen (15) days after the date review and comment 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 each such Tax period beginning after Return described in the Closing Datepreceding sentence prior to filing. The Buyer and the Seller shall attempt in good faith to resolve any disagreements regarding such Tax Returns; provided, however, that the final decision regarding any such Tax Return shall rest with the Buyer. For purposes of this sectionSection, 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 beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 (yii) 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 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 reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Surviving Corporation shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries the Surviving Corporation for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer ▇▇▇▇▇▇▇ and the Shareholder Trust, jointly and severally, shall pay to Seller Surviving Corporation 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 taxable period beginning after ending on the Closing Date. For purposes of this sectionSection 5.11(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 Tax taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Sellers shall pay to Seller the Purchaser within fifteen (15) days after of the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Working Capital. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 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 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 reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Seller shall pay to Seller 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 beginning after ending on the Closing Date. For purposes of this sectionSection, 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 shall be apportioned to each day in the portion of such relevant Tax period beginning after the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receiptson a pro rata basis, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after the Closing Date and the denominator of which is the number of days in the 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 receipts, the portion of such Tax which relates to the portion of such Taxable period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Tax period began after ended on the Closing Date. The portion of any Tax which relates to the portion of such Tax period ending on 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. 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 Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Seller shall pay to Seller 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 taxable period beginning after ending on the Closing Date, except to the extent such Taxes were provided for on the Closing Date Financial Statements. For purposes of this sectionSection 13.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the entire Tax taxable 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 taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Holdings shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of relating to the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Loewen shall pay to Seller Ho▇▇▇▇▇▇ 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 Taxable period beginning after ending on the Closing Date. For purposes of this sectionSection 8.2(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (xA) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 taxable period) , and (yB) 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 Taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its Subsidiariesapplicable Subsidiary.

Tax Periods Beginning Before and Ending After the Closing Date. Seller 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 and its Subsidiaries Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Old Mutual shall pay to Seller the Purchaser within fifteen (15) days after of the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing DateDate to the extent the amounts of such Taxes are not utilized in determining the Actual Net Tangible Assets. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) , and (yii) 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 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 reasonable prior practice of the Company and its Subsidiariesapplicable Company.

Tax Periods Beginning Before and Ending After the Closing Date. Seller shall The Purchaser will prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries Companies for Tax periods that which begin before the Closing Date and end after the Closing Date (“Straddle Tax Periods”). Except as otherwise required by applicable Law, such Tax Returns will be prepared in a manner consistent with Tax Returns prepared and filed by the Company prior to the Closing Date. Buyer shall pay to Seller within fifteen At least thirty (1530) days after prior to the date on which Taxes are paid with respect to each such periods an amount equal Tax Return is filed (including any applicable extensions), the Purchaser shall submit such Tax Return to the portion of such Taxes Stockholders for the Stockholders’ review and approval, which relates to the portion of such Tax period beginning after the Closing Dateapproval shall not be unreasonably withheld or delayed. For purposes of this sectionSection 5.9, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Taxes which relates to the portion of such Tax taxable period beginning after ending on the day immediately preceding the Closing Date shall will (xi) in the case of any Taxes other than Taxes based upon or related to income or receiptsincome, be deemed to be the amount of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of taxable period ending on the Tax period beginning after day immediately preceding the Closing Date and the denominator of which is the number of days in the entire Tax taxable 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 (yii) 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 taxable period ended on the day immediately preceding the Closing Date. All determinations necessary to give effect to the foregoing allocations shall will be made in a manner consistent with reasonable prior practice practices of the Company and its SubsidiariesCompanies.

Tax Periods Beginning Before and Ending After the Closing Date. Seller ExamWorks shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Stockholder Representative (on behalf of the Stockholders) shall pay to Seller 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 such Taxes which relates to the portion of such Tax period beginning after ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and taxable income) shown in the Final Working Capital Schedule. For purposes of this sectionSection 7.12(b), 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 beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on the Closing Date and the denominator of which is the number of days in the entire Tax period period, any (provided that such allocation of Taxes shall be equitably adjusted to reflect any material acquisitions or dispositions of property during the Tax period) and (yii) 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 Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller shall Snyd▇▇ ▇▇▇ll prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries SCA for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer shall pay to Seller within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to The Stockholder acknowledges that he is liable for the portion of such Taxes Taxes, if any, not accrued on the June 30 Balance Sheet which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 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 Company and its Subsidiaries.which

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Partnership shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that begin before the Closing Date and end after the Closing Date. Buyer Contributors shall pay to Seller the Partnership 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 that relates to the portion of such Tax Taxable period beginning after ending on the end of or prior to the Closing DateDate to the extent such Taxes were not funded by Contributors at Closing. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which that relates to the portion of such Tax period beginning after ending on the end of or prior to the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion Taxable period ending on the end of the Tax period beginning after or prior to the Closing Date and the denominator of which is the number of days in the 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 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 Tax Taxable period began after ended on the end of the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the 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 reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries Telecom for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Telecom shall pay to Seller 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 Taxable period beginning after ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Most Recent Financial Statements. (For purposes of this sectionSection 9.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) , and (yii) 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 Taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesTelecom.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Company Stockholders shall pay to Seller Parent 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 Taxable period beginning after ending on the Closing Date, except to 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 such reserve is adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing its Tax Returns. For purposes of this sectionthe preceding sentence, 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 that relates to the portion of such Tax period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 (yii) 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 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 Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries Target for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Sellers shall pay to Seller 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 Taxable period beginning after ending on the Closing Date. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) , and (yii) 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 Taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Sellers shall pay to Seller within the Purchaser not later than fifteen (15) days after prior to the date on which such Taxes are paid due with respect to such periods an amount equal to the portion of such Taxes which relates actually due and payable with respect to the portion of such Tax Taxable period beginning after ending on December 31, 1997 to the Closing Dateextent such Taxes were not accrued and reflected on the HCG Interim Balance Sheet. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing DateDecember 31, 1997, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after the Closing Date ending on December 31, 1997 shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 Tax Taxable period began after the Closing Dateended on December 31, 1997. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date December 31, 1997 shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesDecember 31, 1997.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Sellers shall pay to Seller Buyer within fifteen (15) days after the date on which Taxes shown on such Tax Returns are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax taxable period beginning after ending on the Closing Date. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount amounts of such Tax for the entire Tax taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 Tax taxable period began after ended on the Closing Date. Any credits relating to a Tax taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company and its the Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Buyers, or Seller if Buyers request and Seller agrees, shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries RSG Companies for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Upon Seller’s request, Buyers shall pay permit Seller to Seller within fifteen (15) days after the date review and comment 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 each such Tax period beginning after Return described in the Closing Datepreceding sentence prior to filing. For purposes of this sectionSection 5.13, 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 for the period beginning after up to the open of business on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on, but excluding the Closing Date and the denominator of which is the number of days in the 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 as if the relevant Tax period began after ended at 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 open of business 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 Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Target and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Seller shall pay to Seller 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 Taxable period beginning after ending on the Closing Date. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 Tax Taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Company Target and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Shareholders shall pay to Seller Purchaser 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 Taxable period beginning after ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the latest Company Financial Statements as adjusted for operations and transactions through the Closing Date in accordance with the past custom and practice of the Company. For purposes of this section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that which includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction fraction, the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) , and (yii) 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 Taxable period began after ended on the Closing Date. Any credits relating to a Tax Taxable period that which begins before and ends after the Closing Date shall be taken into account as though the relevant Tax Taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations allocation shall be made in a manner consistent with reasonable prior practice of the Company and its SubsidiariesCompany.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing DateDate (a “Straddle Period”). Buyer Except to the extent that such Taxes were taken into account in calculating Company Net Cash, the Company Stockholders shall pay to Seller Parent 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 Taxable period beginning after ending on the Closing Date. For purposes of this sectionthe preceding sentence, 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 DateStraddle Period, the portion of such Tax which that relates to the portion of such Tax period beginning after ending on the Closing Date shall (xi) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 (yii) 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 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 Company and its Subsidiaries.

Tax Periods Beginning Before and Ending After the Closing Date. Seller Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns and timely pay Taxes due and owing (subject to the indemnification provisions of the Company and its Subsidiaries this Agreement) of Acquired Corporation for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer Sellers shall pay to Seller 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 Taxable period beginning after ending on the Closing DateDate to the extent such Taxes are not reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Date Balance Sheet. For purposes of this sectionSection, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 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 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 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 reasonable prior practice of the Company and its Subsidiaries.the

Tax Periods Beginning Before and Ending After the Closing Date. Seller The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for Tax periods that which begin before the Closing Date and end after the Closing Date. Buyer The Major Stockholder shall pay to Seller within fifteen (15) days after reimburse the date on which Taxes are paid with respect to such periods Purchaser an amount equal to the portion of such Taxes which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date, except to the extent such Taxes were reflected as a current liability on the Final Working Capital Schedule, within ten (10) Business Days after payment by the Purchaser or the Company of such Taxes. For purposes of this sectionSection 6.9(b), in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Tax Taxable period beginning after ending on the Closing Date shall be (xi) in the case of any Taxes other than Taxes based upon imposed on a periodic basis (such as real or related to income or receiptspersonal property Taxes), be deemed to be the amount of such Tax for the entire Tax Taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Tax Taxable period beginning after ending on the Closing Date and the denominator of which is the number of days in the 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 Taxable period) , and (yii) in the case of any Tax Taxes not described in clause (i) (such as franchise Taxes or Taxes that are based upon on or related to income or receipts 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 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 reasonable prior practice of the Company and its Subsidiariesto the extent permitted by applicable Law.