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

Tax Periods Ending on or Before the Closing Date. The Seller Representative shall prepare or cause to be prepared and timely filed all Tax Returns of the Company for all Pre-Closing Tax Periods. In the case of any such Tax Returns filed after the Closing Date, the Company will authorize the Seller Representative to sign, or if requested by the Seller Representative an appropriate officer of the Company will sign, such Tax Returns. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method and elections used for the preparation of such Tax Returns in the preceding taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Company all Taxes of the Company with respect to all Pre-Closing Tax Periods except to the extent such Taxes were taken into consideration in computing Closing TNAV and excluding any taxes for which a reserve for deferred Taxes was established. Any Tax refunds that are received by the Company, and any amounts credited against Taxes to which the Company becomes entitled, that relate to any Pre-Closing Tax Period (including the portion of a Straddle Period ending on the Closing Date), shall be for the account of the Sellers, and the Purchaser shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (15) days after receipt thereof or entitlement thereto, except to the extent such Tax refunds were taken into consideration in computing Closing TNAV. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been taken into account as a liability for Taxes in the determination of Closing TNAV, the Purchaser shall cause the Company to pay such amount to the Sellers within fifteen (15) days after receipt or entitlement thereto.

Tax Periods Ending on or Before the Closing Date. (i) Holdco shall prepare and file all federal and state income Tax Returns of the Company for all periods ending on or prior to the Closing Date (“Pre-Closing Tax Period”), and the Company’s Pennsylvania Capital Stock Tax Return for the year 2010. The Seller Representative Purchaser shall prepare or cause to be prepared and timely file or cause to be filed all other Tax Returns of the Company for all Pre-periods ending on or prior to the Closing Tax Periods. In the case of any such Tax Returns Date which are filed after the Closing Date, the Company will authorize the Seller Representative to sign, or if requested . The Purchaser shall be reimbursed by the Seller Representative an appropriate officer of the Company will signSellers, such Tax Returns. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method on a joint and elections used several basis, for the preparation of such Tax Returns in the preceding taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Company all Taxes of the Company with respect to all Pre-taxable periods ending on or before the Closing Tax Periods Date within fifteen (15) days after payment by the Purchaser or the Company of such Taxes, except to the extent such Taxes were taken into consideration in computing Closing TNAV and excluding any taxes for which reflected as a reserve for deferred Taxes was established. Any Tax refunds that are received by liability on the CompanyFinal Working Capital Schedule. (ii) The Purchaser shall not file, and any amounts credited against Taxes to which shall not permit the Company becomes entitledor any Affiliate of the Company or of the Purchaser to file, that relate to an amended tax Return for the Company for any Pre-Closing Tax Period, or to file a Tax Return for a Pre-Closing Tax Period (including in any jurisdiction in which the portion of Company did not file in a Straddle Period ending on the previous taxable period a Tax Return for a Pre-Closing Date)Tax Period, without Holdco’s consent, which consent shall not be for the account unreasonably withheld or delayed. Without limitation of the Sellers, and the Purchaser shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (15) days after receipt thereof or entitlement thereto, except to the extent such Tax refunds were taken into consideration in computing Closing TNAV. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been taken into account as a liability for Taxes in the determination of Closing TNAVforegoing, the Purchaser shall cause not file, and shall not permit the Company or any Affiliate of the Company or of the Purchaser to pay such amount file, an amended income Tax Return for the Company for any Pre-Closing Tax Period, or to file an income Tax Return for a Pre-Closing Tax Period in any jurisdiction in which the Sellers within fifteen (15) days after receipt or entitlement theretoCompany did not file in a previous taxable period an income Tax Return for a Pre-Closing Tax Period unless the Purchaser has received a written opinion from its counsel reasonably acceptable to Holdco stating that the filing is required as a matter of law.

Tax Periods Ending on or Before the Closing Date. The Seller Representative shall prepare or cause to be prepared and timely filed all Tax Returns of the Company for all Pre-Closing Tax Periods. In the case of any such Tax Returns filed after Periods that are due (taking into account applicable extensions) on or prior to the Closing Date, the Company will authorize the Seller Representative to sign, or if requested by the Seller Representative an appropriate officer of the Company will sign, such Tax Returns. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method and elections used for the preparation of such Tax Returns in the preceding taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Company all Taxes of the Company with respect to all Pre-Closing Tax Periods except to the extent such Taxes were taken into consideration in computing Closing TNAV and excluding any taxes for which a reserve for deferred Taxes was establishedestablished to reflect timing differences between book and Tax income. Any Tax refunds that are received by the Company, and any amounts credited against Taxes to which the Company becomes become entitled, that relate to any Pre-Closing Tax Period (including the pre-Closing portion of a Straddle Period ending on the Closing DatePeriod), shall be for the account of the Sellers, and the Purchaser shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (15) days after receipt thereof or entitlement thereto, except to the extent such Tax refunds were taken into consideration in computing Closing TNAV. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been taken into account as a liability for Taxes in the determination of Closing TNAV, the Purchaser shall cause the Company to pay such amount to the Sellers within fifteen (15) days after receipt or entitlement thereto.

Tax Periods Ending on or Before the Closing Date. The Seller Representative Sellers shall ------------------------------------------------ prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Company for all periods ending on or prior to the Closing Date which are to be filed after the Closing Date. Sellers shall permit the Buyer to review and comment on each such income Tax Return described in the preceding sentence prior to filing and the calculation of the Final Election Amount. Sellers shall reimburse Buyer for all Taxes (whether income or other Taxes) of the Company with respect to such periods within fifteen (15) days before payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Closing Balance Sheet (as finally determined in accordance with Section 1.2(e)) used in calculating the Working Capital. This provision contemplates that there will be a purchase price adjustment as described in Section 1.2. ----------- Buyer shall prepare or cause to be prepared and timely file or cause to be filed all other Tax Returns of for the Company for all Pre-periods ending on or prior to the Closing Tax Periods. In the case of any such Tax Returns Date which are to be filed after the Closing Date, . Buyer shall permit the Company will authorize the Seller Representative Sellers to sign, or if requested by the Seller Representative an appropriate officer of the Company will sign, review and comment on each such Tax Returns. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method and elections used for the preparation of such Tax Returns Return described in the preceding taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and the Seller Representative in writingsentence prior to filing. The Sellers shall pay or cause to be paid on behalf of the Company all reimburse Buyer for Taxes of the Company with respect to all Pre-Closing Tax Periods except to the extent such Taxes were taken into consideration in computing Closing TNAV and excluding any taxes for which a reserve for deferred Taxes was established. Any Tax refunds that are received by the Company, and any amounts credited against Taxes to which the Company becomes entitled, that relate to any Pre-Closing Tax Period (including the portion of a Straddle Period ending on the Closing Date), shall be for the account of the Sellers, and the Purchaser shall pay over to the Sellers any such refund or the amount of any such credit periods within fifteen (15) days after receipt thereof before payment by Buyer or entitlement thereto, except the Company of such Taxes to the extent such Tax refunds were taken into consideration Taxes are not reflected in computing Closing TNAV. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been taken into account as a liability reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Closing balance sheet used in calculating the determination of Closing TNAV, the Purchaser shall cause the Company to pay such amount to the Sellers within fifteen (15) days after receipt or entitlement thereto.Working Capital. This provision contemplates that there will be a purchase price adjustment as described in Section 1.2. -----------

Tax Periods Ending on or Before the Closing Date. The Seller Securityholders’ Representative shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns of the Company for all taxable periods ending on or before the Closing Date (“Pre-Closing Tax Taxable Periods. In the case of any such Tax Returns ”) that have not been filed after prior to the Closing Date, including, without limitation, Form 4466 (if applicable), and the Company will authorize the Seller Securityholders’ Representative to sign, or if requested by the Seller Representative an appropriate officer of the Company will sign, such Tax Returns. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method and elections used permitted to amend any Tax Return for the preparation of such Tax Returns in the preceding taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Company all Taxes of the Company with respect to all Pre-Closing Tax Periods except to the extent such Taxes were taken into consideration in computing Closing TNAV and excluding any taxes for which a reserve for deferred Taxes was established. Any Tax refunds that are received by the Company, and any amounts credited against Taxes to which the Company becomes entitled, that relate to any Pre-Closing Tax Period (including to carry-back any loss arising with respect to the portion of a Straddle Period taxable period ending on the Closing Date), . The Securityholders’ Representative shall be permit the Buyer to review and comment on each such Tax Return described in the prior sentence at least ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer. The Buyer shall not amend any Tax Return for any Pre-Closing Tax Period or extend the account statute of the Sellers, and the Purchaser shall pay over to the Sellers any such refund or the amount limitations period in respect of any such credit within fifteen Tax Return without the written consent of the Securityholders’ Representative, which shall not be unreasonably withheld, conditioned or delayed. All Tax Returns to be prepared by or for the Securityholders’ Representative pursuant to this Section 6.2 shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by law, except that the Tax Returns to be filed by the Securityholders’ Representative shall request refunds of all overpaid Tax amounts rather than applying such overpayments to a subsequent taxable period. The Securityholders shall be responsible for all Taxes of the Company for all Pre-Closing Taxable Periods including, without limitation, Taxes resulting from any Contest, and shall pay to (15or as directed by) days after receipt thereof or entitlement thereto, the Company any Taxes of the Company for all Pre-Closing Taxable Periods except to the extent that such Tax refunds were taken into consideration in computing Closing TNAV. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been Taxes are taken into account as a liability for Taxes in the final determination of Closing TNAV, Net Working Capital. Such payments shall be made no later than five (5) Business Days prior to the Purchaser shall cause the Company to pay due date for paying such amount of Taxes to the Sellers within fifteen (15) days after receipt or entitlement theretorelevant tax authority.

Tax Periods Ending on or Before the Closing Date. The Seller Representative Shareholder shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns of the Company and its respective Subsidiaries for all Pre-periods ending on or prior to the Closing Tax Periods. In the case of any such Tax Returns Date which are filed after the Closing Date, the Company will authorize the Seller Representative to sign, or if requested . The Purchaser shall be reimbursed by the Seller Representative an appropriate officer of the Company will sign, such Tax Returns. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method and elections used Shareholder for the preparation of such Tax Returns in the preceding taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Company all Taxes of the Company and its respective Subsidiaries with respect to all Pre-Tax periods ending on or before the Closing Tax Periods Date 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 taken into consideration in computing Closing TNAV and excluding any taxes for which reflected as a reserve for deferred Taxes was established. Any Tax refunds that are received by the Company, and any amounts credited against Taxes to which the Company becomes entitled, that relate to any Pre-Closing Tax Period (including the portion of a Straddle Period ending liability on the Closing Date), shall be for the account of the Sellers, Final Working Capital Schedule and the Purchaser shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (15) days after receipt thereof or entitlement thereto, except to the extent such Tax refunds were taken into consideration in computing Closing TNAV. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any taxing authority to the Company of any amount that had been taken into account as a liability an adjustment to the Purchase Price. For the avoidance of doubt, Shareholder shall include the income of Company and its Subsidiaries (including any deferred items triggered into income by Reg. §1.1502-13 and any excess loss account taken into income under Reg. §1.1502-19) on Shareholder’s consolidated U.S. federal income Tax Returns for all periods through the end of the Closing Date and pay any U.S. federal income Taxes attributable to such income. Company and its Subsidiaries shall furnish Tax information to Shareholder for inclusion in Shareholder’s U.S. federal consolidated income Tax Return for the determination period that includes the Closing Date in accordance with Company’s past custom and practice. The income of Company and its Subsidiaries shall be apportioned to the period up to and including the Closing TNAV, Date and the period after the Closing Date by closing the books of Company and its Subsidiaries as of the end of the Closing Date. The Shareholder shall provide the Purchaser shall cause with copies of any Tax Returns to be filed by the Shareholder pursuant to this at least ten (10) days prior to the due date thereof (giving effect to any extensions thereto), provided that for any unitary Tax Returns only that portion related to the Company to pay such amount shall be provided to the Sellers within fifteen (15) days after receipt or entitlement theretoPurchaser. The Purchaser shall have the right to review and comment on such Tax Returns prior to the filing of such Tax Returns.

Tax Periods Ending on or Before the Closing Date. The Seller Representative is and shall be responsible for all Taxes payable and is entitled to all refunds for all taxable periods of the Company ending on or prior to the Closing Date. Seller shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns of for the Company and its Subsidiaries for all Pre-periods ending on or prior to the Closing Tax Periods. In the case of any such Tax Returns Date which are filed after the Closing DateDate other than income Tax Returns with respect to periods for which a consolidated, unitary or combined income Tax Return of Seller will include the Company will authorize the Seller Representative to sign, or if requested by the Seller Representative an appropriate officer operations of the Company will sign, and its Subsidiaries. Seller shall permit Buyer to review and comment on each such Tax Returns. All Tax Returns filed with respect to Pre-Closing Tax Periods shall be prepared using the same accounting method and elections used for the preparation of such Tax Returns Return described in the preceding sentence prior to filing. All refunds or credits attributable to a carryback of losses or otherwise for a taxable period unless otherwise required by applicable Law or mutually approved by the Purchaser and the Seller Representative in writing. The Sellers shall pay or cause to be paid on behalf of the Company all Taxes or any Affiliated Group of the Company with respect to all Pre-Closing Tax Periods except to the extent such Taxes were taken into consideration in computing Closing TNAV and excluding any taxes for which a reserve for deferred Taxes was established. Any Tax refunds that are received by the Company, and any amounts credited against Taxes to which the Company becomes entitled, that relate to any Pre-Closing Tax Period (including the portion of is or was a Straddle Period member ending on or prior to the Closing Date), Date shall belong to Seller and shall be for remitted by the account of the Sellers, and the Purchaser shall pay over Company or caused by Buyer to the Sellers any such refund or the amount of any such credit be remitted to Seller within fifteen (15) days after receipt thereof or entitlement thereto, except to the extent such Tax refunds were taken into consideration in computing Closing TNAVthereof. In addition, to the extent that a claim for refund or a proceeding results in a payment or credit against Tax by any a taxing authority to the Buyer or the Company and its Subsidiaries of any amount that had been taken into account as a liability for Taxes in accrued on the determination of Closing TNAVDate Balance Sheet, the Purchaser Buyer shall cause the Company to pay such amount to the Sellers Seller within fifteen (15) days after receipt thereof. Seller shall not be entitled to settle, either administratively or entitlement theretoafter the commencement of litigation, any claim for Taxes which would adversely affect the liability for Taxes of the Buyer or the Company for any period after the Closing Date to any extent (including, but not limited to, the imposition of income tax deficiencies, the reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods, the denial of amortization or depreciation deductions) without the prior consent of Buyer, which consent shall not be unreasonably withheld.