Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (a) To the extent not otherwise provided in this Agreement, Sellers shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) Sellers shall use commercially reasonable efforts to promptly notify Buyer in writing upon receipt by Sellers of notice of any pending or threatened Tax audits or assessments relating to the income, properties or operations of Sellers that reasonably may be expected to relate to or give rise to a Lien on the Purchased Assets or the Business.

Additional Tax Matters. (ai) To All Tax Returns required to be filed by or on behalf of Company and the extent Assets have been duly and timely filed (taking into account extensions) with the appropriate taxing authority in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, complete and correct in all material respects; and all Taxes payable with respect to Company, the business of the Company and the Assets by or on behalf of the Company have been fully and timely paid. The Company has complied in all material respects with all Applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all Applicable Laws. The most recent balance sheet of the Company reflects all liabilities for unpaid Taxes of the Company for periods (or portions of periods) through the date thereof. The Company does not otherwise provided have any liability for unpaid Taxes accruing after the date of the most recent balance sheet of the Company except for Taxes arising in this Agreement, Sellers shall the ordinary course of business subsequent to such date. (ii) No claim has been made in writing by a taxing authority in a jurisdiction where Company does not file Tax Returns such that it is or may be responsible for and shall promptly pay when due all Property Taxes levied subject to taxation by that jurisdiction with respect to it or the Assets. (iii) There are no outstanding issues with respect to the Purchased Company, the business of the Company or the Assets attributable which have been raised and communicated to the Pre-Closing Company, either orally or in writing,) by any appropriate taxing authority for any fiscal period in respect of which a Tax PeriodReturn of the Company has been audited. All Property Taxes levied deficiencies asserted or assessments made as a result of any examinations by any appropriate taxing authority of the Tax Returns of, or including, the Company have been fully paid, and there are no other audits or investigations by any appropriate taxing authority in progress, nor has the Company received any written notice from any appropriate taxing authority that it intends to conduct such an audit or investigation. No issue has been raised and communicated to the Company, whether in writing or orally, by an appropriate taxing authority in any prior examination with respect to the Purchased Company or the Assets which, by application of the same or similar principles, would reasonably be expected to result in a proposed deficiency for the Straddle Period shall be apportioned between Buyer and Sellers based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementsubsequent taxable period. (biv) Sellers shall use commercially reasonable efforts The Company has not (A) agreed to promptly notify Buyer make any adjustments pursuant to Section 481(a) of the Code or any similar provision of law or has any knowledge that any appropriate taxing authority has proposed any such adjustment, or has any application pending with any appropriate taxing authority requesting permission for any changes in writing upon receipt by Sellers of notice of any pending or threatened Tax audits or assessments relating accounting methods that relate to the incomeCompany, properties (B) executed or operations entered into a closing agreement pursuant to Section 7121 of Sellers the Code or any similar provision of Law with respect to the Company, (C) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed, (D) granted any extension for the assessment or collection of Taxes, which remains in effect or (E) granted to any Person any power of attorney that reasonably may be expected is currently in force with respect to relate any Tax matter. (v) The Company is not a party to any tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) (other than commercial agreements entered into with third-parties in the ordinary course of business, the principal purpose of which is not related to Taxes). There is no contract, agreement, plan or arrangement covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by reason of Section 280G of the Code. The Company is not subject to (i.e. the named party in) any private letter ruling of the Internal Revenue Service or comparable rulings of any appropriate taxing authority. (vi) There are no liens as a Lien result of any unpaid Taxes upon any of the Assets of the Company. (vii) There is no US taxable income of the Company that will be required under applicable Tax law to be reported by Delic or any of its Affiliates for a taxable period beginning after the Closing Date which taxable income was realized (and reflects economic income) arising prior to the Closing Date. The Company has disclosed on those federal income Tax Returns which reference its income all positions taken therein that would give rise to substantial understatement of federal income tax within the meaning of Section 6662 of the Code. The Company has not participated in any "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4(b). (viii) All of the property of the Company that is subject to property Tax has been properly listed and described on the Purchased Assets property tax rolls of the appropriate taxing authority. There is no material property or obligation of the BusinessCompany, including uncashed checks to vendors, customers, or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to any state or municipality under any applicable escheatment or unclaimed property laws. (ix) The Company has not discontinued carrying on any business in respect of which non-capital losses were incurred, and any non-capital losses which the Company has are not losses from property or business investment losses.

Additional Tax Matters. (a) To For any taxable period that includes (but does not end on) the extent not otherwise provided Closing Date (a “Straddle Period”), (i) in this Agreementthe case of Taxes based on net or gross income, Sellers shall receipts or payroll, the amount of any Taxes for the Pre-Closing Tax Period will be responsible determined based on an interim closing of the books as of the close of business on the Closing Date, (ii) in the case of Taxes based on a specific event or transaction, the amount of any Taxes for the Pre-Closing Tax Period will be determined based on the actual date of such event or transaction, and shall promptly pay when due all Property (iii) the amount of other Taxes levied with respect to the Purchased Assets attributable for a Straddle Period that relate to the Pre-Closing Tax Period. All Property Period will be deemed by Buyer to be the amount of such Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on entire period multiplied by a fraction the numerator of which is the number of days of such Straddle Period included in the period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period. Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period and the number (or portion of days of such any Straddle Period included ending on the Closing Date) will be treated as occurring in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the a Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of whether such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxesitems are incurred, Buyer accrued, assessed, or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer similarly charged on before or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementClosing Date. (b) Sellers Any transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement will be borne and paid one-half by Seller and one-half by Buyer when due. (c) Seller and Buyer and their respective Affiliates will provide each other with such cooperation and information as they reasonably may request in filing any Tax Return, amended Tax Return, or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information will include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, and documents relating to rulings or other determinations by taxing authorities. (d) Seller shall use commercially reasonable efforts prepare or cause to promptly notify be prepared and file or cause to be filed any Tax Returns of the Company relating to state or federal income Tax for any Tax period ending on or prior to the Closing Date. Such Tax Returns shall be prepared in accordance with applicable Law and consistent with past practice. Buyer shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Company, including for any Straddle Period. To the extent related to a Pre-Closing Tax Period, any Tax Return of the Company prepared or caused to be prepared or filed or caused be filed by Buyer shall be (i) prepared in writing upon receipt accordance with applicable Law and consistent with past practice, (ii) provided to the Seller at least thirty (30) days prior to the filing of such Tax Return and (iii) subject to the review and approval of the Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (e) Buyer shall not (and shall not cause or permit the Company to) (i) amend any Tax Return of the Company with respect to any Pre-Closing Tax Period or enter into any voluntary disclosure agreement, engage in any voluntary compliance procedures or make any other similar voluntary contact with any taxing authority with respect to any Tax Return of the Company for any Pre-Closing Tax Period, (ii) consent to the extension or waiver of the limitations period applicable to any Tax claim or assessment with respect to the Company for any Pre-Closing Tax Period, or (iii) make any Tax election with respect to the Company with respect to any Pre-Closing Tax Period except as contemplated by Sellers this Agreement, in each case without the prior written consent of notice of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (f) After the Closing, Seller may not contest any pending or threatened Tax audits or assessments non-income Taxes relating to the incomeCompany, properties whether for a Pre-Closing Tax Period or operations otherwise, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to this contrary in this Agreement, Seller shall have the sole right to contest any income Taxes relating to the Company and control any Tax contest, audit or other proceeding relating thereto, including any Tax Contest with respect to the affiliated group of Sellers which the Company is or was a member prior to the Closing. (g) Each of Buyer and the Company may deduct and withhold from any consideration otherwise payable to any Person under this Agreement any amounts that reasonably may be expected Buyer or the Company is required to relate deduct and withhold with respect to the making of such payment under the Code or any applicable Law relating to Taxes. To the extent such amounts are so withheld and paid over to or give rise to a Lien on deposited with the Purchased Assets relevant Governmental Authority by Buyer or the BusinessCompany, those withheld amounts will be treated for all purposes of this Agreement as having been paid to the applicable Person in respect to which the deduction and withholding was made.

Additional Tax Matters. (a) To The allocation of Tax liability between the extent not otherwise provided in this Agreement, Sellers Pre-Closing Period and the Post-Closing Period compromising a Straddle Period shall be responsible for made as follows: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Period or Post-Closing Period included in the Straddle Period shall be determined by closing the books of the applicable corporation as of the close of the Closing Date and by treating each of such Pre-Closing Period and Post-Closing Period as a period; (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes attributable to any Pre-Closing Period included in the Straddle Period shall promptly pay when due all Property Taxes levied with respect be equal to the Purchased Assets amount of such Taxes for the Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period included in the Straddle Period and the denominator of which is the total number of days in the Straddle Period, and the amount of such Taxes attributable to any Post-Closing Period included in a Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in such Straddle Period. All Property Taxes levied ; and (iii) any deductions in respect of Company Options exercised in connection with respect to the Purchased Assets for the Straddle Period Closing treated as compensation shall be apportioned between Buyer and Sellers based on the number of days of such Straddle Period included treated as arising in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) Sellers Acquirer shall use commercially reasonable efforts to promptly notify Buyer both the Stockholders’ Agent and Xxxx Sparta in writing upon receipt by Sellers the Acquirer, the Company or any of its Subsidiaries or the Final Surviving Entities of a written notice of any pending or threatened Tax audits Proceeding for which the Effective Time Holders may have liability pursuant to this Agreement; provided, however, any failure or assessments delay by the Acquirer to provide notice of a Tax Proceeding shall not reduce or otherwise affect the obligation of the Effective Time Holders hereunder, except and only to the extent that the Effective Time Holders are materially prejudiced by such failure to give notice. The Stockholders’ Agent, at the Effective Time Holders’ expense, shall have the right to participate in any such Tax Proceeding. Acquirer shall provide the Stockholders’ Agent with copies of all written communications, materials and submissions related to such Tax Proceeding received from, or provided to, a Governmental Entity and to have a reasonable opportunity to comment on any such written materials to be provided to the Governmental Entity. Acquirer shall keep the Stockholders’ Agent informed on a timely basis of all developments. Acquirer shall control all Tax Proceedings in all respects and shall have the right to resolve or settle such Tax Proceedings in its sole discretion, provided that if Acquirer resolves or settles such Tax Proceedings without the prior written consent of the Stockholders’ Agent, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to have been withheld if the Stockholders’ Agent does not object within thirty (30) days after a written request for such consent by Acquirer that is delivered to both the Stockholders’ Agent and Xxxx Sparta (subject to the right of Acquirer to delivery of a second request in the manner provided in Section 8.8 and a deemed consent of the Stockholders’ Agent to such settlement if not objected to by the Stockholders’ Agent within ten (10) days following receipt of such second request by both the Stockholders’ Agent and Xxxx Sparta), such settlement or resolution by Acquirer of any such Tax Proceeding shall not be determinative of the existence of or amount of Indemnifiable Damages relating to such matter. In the incomeevent that the Stockholders’ Agent has consented to any such settlement or resolution, properties neither the Stockholders’ Agent Table of Contents nor any Effective Time Holder shall have any power or operations authority to object under Section 8.5 or any other provision of Sellers Article 8 to the amount of any claim by or on behalf of any Acquirer Indemnified Person against the Escrow Fund for indemnity with respect to such settlement or resolution. (c) Acquirer, the Company, its Subsidiaries, the Final Surviving Entity and the Stockholders’ Agent shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any Tax Proceeding; provided that the Stockholders’ Representative shall not be required to prepare or file any Tax Returns or represent any Person in any Tax Proceeding. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information that are reasonably may relevant to any Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (d) Acquirer shall prepare and file, at its own expense, all Tax Returns of the Company and Holdco that are due after the Effective Time and that have not been filed prior to the Effective Time. All Tax Returns of the Company or Holdco that cover a Pre-Closing Period will be expected prepared in a manner consistent with prior Tax Returns, unless required otherwise by applicable Law. Acquirer shall provide any such Income, Sales or Use Tax Return to relate the Stockholders’ Agent for its review, comment and consent to filing, which shall not be unreasonably withheld, conditioned or give rise delayed, no less than twenty (20) days prior to the due date for filing such Tax Return (including extensions). If there is a Lien dispute between the Stockholders’ Agent and Acquirer regarding the treatment of any item with respect to such Tax Return, such dispute shall be referred to an independent accounting firm for resolution, and the decision of the independent accounting firm shall be final and binding, and its fees and costs shall be paid one-half by the Effective Time Holders and one-half by Acquirer. (e) Acquirer shall prepare or cause to be prepared and file or cause to be filed, a claim for a refund (including IRS Form 1139) or amended Tax Returns to effect a carryback of any item of loss, deduction or credit on any Income Tax Returns for the Purchased Assets Stub Period to Pre-Closing Periods to the fullest extent permitted by Law. Acquirer shall pay to the Effective Time Holders an amount, in cash, equal to any refund of Income Taxes received or credited. This paragraph shall not apply to the Businessextent that the refund was included in the calculation of the Company Net Working Capital.

Additional Tax Matters. (a) To In the extent case of any taxable period that includes (but does not otherwise provided in this Agreementend on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of Sellers for all tax periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (the “Pre-Closing Tax Period”) shall be responsible determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Sellers hold a beneficial interest shall be deemed to terminate at such time) and shall promptly pay when due all Property the amount of other Taxes levied with respect to the Purchased Assets attributable of Sellers for a Straddle Period that relates to the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days of such Straddle Period included in the Pre-taxable period ending on the Closing Tax Period Date and the denominator of which is the number of days of in such Straddle Period included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) Sellers Each Party shall use commercially reasonable efforts cooperate fully, as and to promptly notify Buyer the extent reasonably requested by any other Party, in writing connection with the filing of Tax Returns pursuant to this Section 5.03 and any audit, litigation, or other Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon receipt by Sellers the other Party's request) the provision of notice records and information that are reasonably relevant to any such audit, litigation, or other Proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any pending or threatened material provided hereunder. Each Party agrees (A) to retain all Books and Records with respect to Tax audits or assessments matters relating to any taxable period beginning before the incomeClosing Date until the expiration of the statute of limitations (and, properties to the extent notified by the Buyer, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority, and (B) to give the other Parties reasonable written notice prior to transferring, destroying, or operations discarding any such Books and Records and, if the Buyer so requests, the Seller shall allow the Buyer to take possession of Sellers that reasonably may be expected to relate to or give rise to a Lien on the Purchased Assets or the Businesssuch Books and Records.

Additional Tax Matters. a. Any sales, use, transfer, deed, fixed asset, stamp, documentary stamp or other similar type Taxes and recording charges (aeach, a “Transfer Tax”) To which may be payable by reason of the extent not otherwise provided in acquisition of the Acquired Assets or the assumption of the Assumed Liabilities under this Agreement, Sellers Agreement or the transactions contemplated herein shall be responsible for borne and shall promptly pay when due all Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Periodtimely paid by Sellers. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer Purchaser and Sellers based on the number of days of such Straddle Period included shall, or, in the Pre-Closing case of Purchaser, shall cause the Purchaser Designees to, cooperate to prepare and timely file any Tax Period and the number of days of such Straddle Period included Returns required to be filed in connection with Transfer Taxes described in the Post-Closing Tax Periodimmediately preceding sentence. Purchaser and Sellers shall be liable for further agree, upon request, to, or, in the proportionate amount case of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicablePurchaser, shall present a statement to cause the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a)Purchaser Designees to, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) Sellers shall use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed in connection with the transactions contemplated hereby. b. All real and personal property Taxes and similar ad valorem taxes (“Property Taxes”) imposed on, or levied with respect to, the Acquired Assets for any Tax Period commencing on or prior to the Closing Date and ending on or after the Closing Date (a “Straddle Period”) shall be prorated between Purchaser or the Purchaser Designees and Sellers as of the end of the Closing Date, with (a) Sellers being liable for such Taxes attributable to any portion of a Straddle Period ending on the Closing Date and (b) Purchaser or the Purchaser Designees being liable for such Taxes attributable to any portion of a Straddle Period beginning after the Closing Date. All such prorations shall be allocated so that items relating to the portion of a Straddle Period ending on the Closing Date shall be allocated to Sellers based upon the number of days in the Straddle Period ending on the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Purchaser or the Purchaser Designees based upon the number of days in the Straddle Period beginning after the Closing Date. For purposes of Sections 2.3 and 2.4, all Liabilities for Taxes other than Property Taxes imposed for a Straddle Period shall be determined for the portion of the Straddle Period ending on the Closing Date as if the Closing Date was the last day of the relevant Taxable Period. c. The purchase price, and any items treated as purchase price for relevant income Tax purposes, shall be allocated to the Acquired Assets for all Tax purposes in accordance with Schedule 11.1(c), which Purchaser and Sellers acknowledge and agree has been prepared in a manner consistent with the fair market value of the Acquired Assets and, as applicable, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local, or foreign law, as appropriate), and which may be amended by the mutual written consent by the parties after the Closing (such schedule, the “Allocation Schedule”). Purchaser and Sellers shall, or, in the case of Purchaser, cause the Purchaser Designees to, report and file all Tax Returns (including amended Tax Returns and claims for refund) consistent with the Allocation Schedule, and shall take no position contrary thereto or inconsistent therewith (including, without limitation, in any audits or examinations by any Governmental Body or any other proceeding); provided, however, that nothing contained herein shall prevent Purchaser, the Purchaser Designees, or Sellers from settling any proposed deficiency or adjustment by any Governmental Body based upon or arising out of the Allocation Schedule with respect to any Taxes for which such party is responsible pursuant to this ARTICLE XI, and neither Purchaser nor the Purchaser Designees nor Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Body challenging the contents of the Allocation Schedule. Purchaser and Sellers shall, or, in the case of Purchaser, cause the Purchaser Designees to, cooperate in the filing of any forms (including IRS Form 8594 under Section 1060 of the Code) with respect to the contents of the Allocation Schedule, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the Purchase Price. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 11.1(c) shall survive the Closing without limitation. d. Purchaser and Sellers agree to furnish or cause to be furnished to the other, upon request, as promptly as practicable, such information and assistance relating to the Acquired Assets, including, without limitation, access to books and records, as is reasonably necessary for the filing of all Tax Returns by Purchaser, the Purchaser Designees, or Sellers, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Purchaser and Sellers shall, or, in the case of Purchaser, cause the Purchaser Designees to, cooperate fully with each other in the conduct of any audit, litigation or other proceeding relating to Taxes involving the Acquired Assets. Sellers shall promptly notify Buyer Purchaser or the Purchaser Designees in writing upon receipt by Sellers of notice of any pending or threatened Tax audits audits, assessments or assessments other proceedings relating to the income, properties or operations of Sellers Seller that reasonably may be expected to relate to or give rise to a Lien on the Purchased Acquired Assets or the BusinessBusiness or otherwise be binding on or adversely affect Purchaser or the Purchaser Designees. Each of Purchaser and Sellers shall, or, in the case of Purchaser, cause the Purchaser Designees to, promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging the Purchase Price allocation.

Additional Tax Matters. (ai) To the extent not otherwise provided in this AgreementAll net income Taxes, Sellers franchise Taxes, business privilege taxes, and similar Taxes shall be responsible borne by the Party primarily obligated for and shall promptly pay when due all Property such Taxes levied under applicable law (excluding, for the avoidance of doubt, any liability of the Buyer as a transferee or successor). Taxes with respect to the Purchased Sellers’ operations or the Acquired Assets attributable to not described in the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period preceding sentence shall be apportioned between Buyer and the responsibility of the Sellers based on the number of days of such Straddle Period included in the if allocable to a Pre-Closing Tax Period and shall be the responsibility of the Buyer if allocable to a Post-Closing Tax Period or the portion of any Straddle Period beginning after the Closing Date. (ii) For purposes of this Agreement, the portion of any real property, personal property or any other similar ad valorem Taxes (excluding, for the avoidance of doubt, a franchise or business privilege Tax measured by property) with respect to the Sellers’ operations or the Acquired Assets that are attributable to any Straddle Period will be apportioned between the pre-Closing and post-Closing portions of such Straddle Period in accordance with this Section 7(o)(ii). The portion of such Tax that is allocable to the pre-Closing portion of the Straddle Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of such the Straddle Period included ending on the Closing Date and denominator of which is the number of days in the Post-Closing Tax Straddle Period. Sellers The portion of Tax allocable to the portion of the Straddle Period after the Closing Date will be calculated in a corresponding manner. In the case of other Taxes, the amount allocable to each portion of the Straddle Period shall be liable determined as if the taxable period ended on the Closing Date. (iii) The Buyer and the Sellers shall, if and for so long as they are able to do so, furnish or cause to be furnished to each other, as promptly as practicable upon request from the proportionate amount other, such information and assistance in its possession or in the possession of such Property Taxes that is attributable its third party tax advisers relating to the Pre-Closing Tax Period, Acquired Assets and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence Assumed Liabilities as is reasonably necessary for the preparation and filing of any Tax Return, or other filings relating to calculate Tax matters, for the proration amount. The proration amount shall be paid by preparation for any Tax audit, for the party owing it preparation for any Tax protest, for the prosecution or defense of any suit or other proceeding relating to the other within ten (10) days after delivery of such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementTax matters. (biv) Unless otherwise required by law, Buyer and Sellers shall use commercially reasonable efforts agree to promptly notify Buyer in writing upon receipt by Sellers treat the purchase and sale of notice the Acquired Assets as taxable purchase of any pending or threatened Tax audits or assessments relating assets for U.S. federal, state, and local income tax purposes and agree to report all taxable items with respect to the income, properties or operations purchase and sale of Sellers that reasonably may be expected to relate to or give rise to a Lien the Acquired Assets on the Purchased Assets or the Businesstheir respective tax returns consistent with such treatment.

Additional Tax Matters. (a) To the extent not otherwise provided in this AgreementSeller agrees to furnish, Sellers shall be responsible for upon request, as promptly as practicable, such information (including access to books and shall promptly pay when due all Property Taxes levied with respect records) and assistance relating to the Purchased Business Assets attributable to or the Pre-Closing Tax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence Business as is reasonably necessary for the filing of any Tax Return, the preparation for any Tax audit, the prosecution or defense of any Proceeding relating to calculate the proration amount. The proration amount shall be paid by the party owing it any proposed Tax adjustment relating to the other within ten (10) days after delivery of Business Assets or the Business. Seller will keep all such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementinformation and documents received by them confidential unless otherwise required by Applicable Law. (b) Sellers shall use commercially reasonable efforts Seller agrees to promptly notify Buyer in writing upon receipt by Sellers of notice of any pending retain or threatened Tax audits or assessments relating cause to be retained all applicable Records pertinent to the income, properties or operations of Sellers that reasonably may be expected to relate to or give rise to a Lien on the Purchased Business Assets or the BusinessBusiness until the applicable period for assessment of Taxes under Applicable Law has expired. Seller agrees to give Buyer reasonable notice prior to transferring, discarding or destroying any such applicable Records relating to Tax matters and, if so requested, will allow Buyer to take possession of such Records. (c) Seller and Buyer will each pay fifty percent (50%) of all transfer, documentary, sales, use, stamp, registration, recording and other such Taxes and governmental fees (including any penalties and interest), as applicable, incurred in connection with the Contemplated Transactions, including the sale and transfer of the Business Assets. The parties will cooperate to the extent reasonably necessary to make such filings or returns as may be required. The parties will cooperate with each other and use their reasonable commercial efforts to minimize the Taxes attributable to the transfer of the Business Assets, subject to Applicable Law. (d) Upon Buyer’s reasonable request, Seller and Buyer shall, as soon as possible after Closing, jointly execute an election under section 22 of the Income Tax Act (Canada) (the “ITA”) and under the relevant provisions of any applicable provincial legislation with respect to the sale of the Accounts Receivable and shall designate therein the portion of the Purchase Price allocated to the Accounts Receivable pursuant to Section 7.02 as the consideration paid by Buyer for the Accounts Receivable. Seller and Buyer shall each file such elections forthwith after the execution thereof (and, in any event, with their respective Tax returns for the taxation year in which the Closing Date occurs). (e) Seller and Buyer acknowledge that Buyer has agreed to assume the Assumed Obligations. To the extent that Seller has received amounts representing deposits or other prepayments in respect of services not rendered or products not delivered, Business Assets having a fair market value equal to such amounts are transferred to Buyer as payment for Buyer’s agreement to assume the obligations in respect of such deposits or other prepayments, and Seller and Buyer agree to file an election, upon Buyer’s reasonable request, pursuant to subsection 20(24) of the ITA and under the relevant provisions of any applicable provincial legislation. (f) On or before the Closing, Seller will deliver to Buyer a certificate issued by the Minister of National Revenue (a “Clearance Certificate”) under subsection 116(4) of the ITA having a certificate limit not less than the consideration paid to the Seller for the Canadian assets as set forth on the Allocation Schedule (the “Canadian Assets”), as determined and allocated by Buyer and Seller acting reasonably. Where Seller has not provided Buyer with a Clearance Certificate as of the Closing, Buyer may withhold up to 25% of the purchase price of the Canadian Assets payable to Seller until such time as Buyer receives a Clearance Certificate from Seller having a certificate limit not less than the consideration paid to Seller for Business Assets that are “taxable Canadian property” (as set out in the Income Tax Act (Canada)) as allocated by Buyer and Seller acting reasonably. Any such amounts withheld by Buyer will not be remitted to the Receiver General of Canada until the later of: (i) the last possible date on which such amounts are due to be paid to the Receiver General of Canada pursuant to subsection 116(5) of the Income Tax Act (Canada); or (ii) such other date as may be specified by the Canada Revenue Agency in writing. Upon receipt of the Clearance Certificate having a certificate limit not less than the consideration paid to Seller for the Canadian Assets that are “taxable Canadian property” (as set out in the Income Tax Act (Canada)) as allocated by Buyer and Seller acting reasonably, Buyer agrees to pay to Seller forthwith upon delivery to Buyer of such Clearance Certificate any amount that Buyer has withheld pursuant to this section and has not paid to the Receiver General. (g) If Buyer so desires, Seller and Buyer shall jointly make the election provided for under section 167 of the Excise Tax Act (Canada) (the “ETA”) and section 75 of Title I of An Act respecting the Quebec sales tax (the “QST Act”) so that no goods and services or harmonized sales taxes imposed under Part IX of the ETA (“GST”) and Quebec sales tax imposed under the QST Act (“QST”) will be payable in respect of the sale of the Business and transfer of the Business Assets contemplated by this Agreement provided that the conditions for making elections have been satisfied. Seller and Buyer shall jointly complete and sign the election forms (more particularly described as form GST-44 and QST form FP-2044-V) in respect of such elections and Buyer shall file the said election forms no later than the due date for Buyer’s GST and QST returns for the first reporting period in which GST or QST, as applicable, would, in the absence of such elections, become payable in connection with the sale of the Business and transfer of the Business Assets contemplated by this Agreement. (h) If required, on or before the 23rd day of the month following the month in which in the Closing occurs, Buyer shall pay directly to the Ontario Ministry of Finance (the “Ministry”) any Taxes payable under the Retail Sales Tax Act (Ontario) in connection with the acquisition of the Business Assets purchased under this Agreement, all in accordance with the provisions of that Act, the Regulations made thereunder, and the Ministry’s administrative policies and all other like Tax duties or charges payable by Buyer upon and in connection with the conveyance and transfer of the Business Assets by the Seller to the Buyer. Notwithstanding the foregoing, on or before the Closing, Buyer will provide to Seller a prescribed purchase exemption certificate with respect to inventories of goods acquired for resale or for incorporation into goods to be held for sale, if any, for the purposes of substantiating exemptions from Taxes payable under that Act in respect of the acquisition of those assets. As required, Buyer shall pay provincial retail sales taxes in other provinces directly to the relevant taxing authority in accordance with the applicable legislation. Buyer shall furnish to Seller evidence of payment to the Ministry or any provincial taxing authority of any applicable Taxes payable pursuant to this Section 7.03(h) within give (5) Business Days of payment for the purpose of providing the Seller a final accounting of Seller’s 50% share of such Taxes owing to Buyer in accordance with Section 7.03(c) of this Agreement. Buyer will indemnify Seller with respect to all costs, expenses, damages and losses which the Seller may reasonably and actually incur or suffer as a result of the Buyer’s failure to pay such Taxes, duties or charges, as required. (i) On or before Closing, Seller shall deliver to Buyer a duplicate copy of a clearance certificate issued pursuant to section 6 of the Retail Sales Tax Act (Ontario) and any clearance certificates required under other applicable provincial legislation (the “RST Clearance Certificate”).

Additional Tax Matters. (a) To For any taxable period that includes (but does not end on) the extent not otherwise provided Closing Date (a “Straddle Period”), (i) in this Agreementthe case of Taxes based on net or gross income, Sellers shall receipts or payroll, the amount of any Taxes for the Pre-Closing Tax Period will be responsible determined based on an interim closing of the books as of the close of business on the Closing Date, (ii) in the case of Taxes based on a specific event or transaction, the amount of any Taxes for the Pre-Closing Tax Period will be determined based on the actual date of such event or transaction, and shall promptly pay when due all Property (iii) the amount of other Taxes levied with respect to the Purchased Assets attributable for a Straddle Period that relate to the Pre-Closing Tax Period. All Property Period will be deemed by Buyer to be the amount of such Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on entire period multiplied by a fraction the numerator of which is the number of days of such Straddle Period included in the period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period. Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period and the number (or portion of days of such any Straddle Period included ending on the Closing Date) will be treated as occurring in the Post-Closing Tax Period. Sellers shall be liable for the proportionate amount of such Property Taxes that is attributable to the a Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of whether such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxesitems are incurred, Buyer accrued, assessed, or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer similarly charged on before or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursementClosing Date. (b) Sellers Any transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement will be borne and paid one-half by Seller and one-half by Buyer when due. (c) Seller and Buyer and their respective Affiliates will provide each other with such cooperation and information as they reasonably may request in filing any Tax Return, amended Tax Return, or claim for refund, determining a liability for Taxes or a right to a refund of Taxes, or participating in or conducting any audit or other proceeding in respect of Taxes. Such cooperation and information will include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers, and documents relating to rulings or other determinations by taxing authorities. (d) Seller shall use commercially reasonable efforts prepare or cause to promptly notify be prepared and file or cause to be filed any Tax Returns of the Company relating to state or federal income Tax for any Tax period ending on or prior to the Closing Date. Such Tax Returns shall be prepared in accordance with applicable Law and consistent with past practice. Buyer shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns of the Company, including for any Straddle Period. To the extent related to a Pre-Closing Tax Period, any Tax Return of the Company prepared or caused to be prepared or filed or caused be filed by Buyer shall be (i) prepared in writing upon receipt accordance with applicable Law and consistent with past practice, (ii) provided to the Seller at least thirty (30) days prior to the filing of such Tax Return and (iii) subject to the review and approval of the Seller, which approval shall not be unreasonably withheld, conditioned or delayed. (e) Buyer shall not (and shall not cause or permit the Company to) (i) amend any Tax Return of the Company with respect to any Pre-Closing Tax Period or enter into any voluntary disclosure agreement, engage in any voluntary compliance procedures or make any other similar voluntary contact with any taxing authority with respect to any Tax Return of the Company 37 for any Pre-Closing Tax Period, (ii) consent to the extension or waiver of the limitations period applicable to any Tax claim or assessment with respect to the Company for any Pre-Closing Tax Period, or (iii) make any Tax election with respect to the Company with respect to any Pre-Closing Tax Period except as contemplated by Sellers this Agreement, in each case without the prior written consent of notice of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (f) After the Closing, Seller may not contest any pending or threatened Tax audits or assessments non-income Taxes relating to the incomeCompany, properties whether for a Pre-Closing Tax Period or operations otherwise, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to this contrary in this Agreement, Seller shall have the sole right to contest any income Taxes relating to the Company and control any Tax contest, audit or other proceeding relating thereto, including any Tax Contest with respect to the affiliated group of Sellers which the Company is or was a member prior to the Closing. (g) Each of Buyer and the Company may deduct and withhold from any consideration otherwise payable to any Person under this Agreement any amounts that reasonably may be expected Buyer or the Company is required to relate deduct and withhold with respect to the making of such payment under the Code or any applicable Law relating to Taxes. To the extent such amounts are so withheld and paid over to or give rise to a Lien on deposited with the Purchased Assets relevant Governmental Authority by Buyer or the BusinessCompany, those withheld amounts will be treated for all purposes of this Agreement as having been paid to the applicable Person in respect to which the deduction and withholding was made.