Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. In the case of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to the portion of such Straddle Period ending on the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, and (b) to the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxes.

Allocation of Certain Taxes. In the case of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”), (i) any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) allocable to the portion of such Straddle Period ending on with the end of the day before the Closing Date in an amount shall be equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period ending on (and including) that is in the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, (ii) any real property, personal property, ad valorem and (b) to similar Taxes for the portion of such Straddle Period beginning on or after the Closing Date in an amount shall be equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period after that is in the Post-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, thatand (iii) any sales, the amount of such Covered value-added and similar transaction-based Taxes (other than Transfer Taxes) shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable allocated to the portion of any the Straddle Period ending based on a closing of the books and records as of the close of business the day before the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.39.06 and that Party shall pay the Taxes shown on such Tax Return. The Parties will cooperate and act in good faith To the extent any such Taxes paid by Purchaser (or any refund of Taxes received by Purchaser) is allocable to minimize the Pre-Closing Tax Period, or any such Taxes paid by Seller (or any refund of Taxes received by Seller) is allocable to the Post-Closing Tax Period, Purchaser or Seller (as applicable) shall pay to the other Party such proportionate amount promptly after the payment of Covered Taxessuch Taxes (or the receipt of any such refund).

Allocation of Certain Taxes. In the case of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar (i) Property Taxes with respect to for the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Pre-Closing Tax Period shall be allocated (a) to the portion of such Straddle Period ending on the Closing Date in an amount equal to the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period ending on (and including) that is in the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, Liability and (bii) to Property Taxes for the portion of such Straddle Post-Closing Tax Period beginning after the Closing Date in an amount shall be equal to the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period after that is in the Post-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Included Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party party that has the primary obligation to do so under applicable Applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.37.6(a), and that party shall pay the Taxes shown on such Tax Return. The Parties will cooperate and act in good faith To the extent any such Taxes paid by Buyer (or any refund of Taxes received by Buyer) is allocable to minimize the Pre-Closing Tax Period, or any such Taxes paid by Seller (or any refund of Taxes received by Seller) is allocable to the Post-Closing Tax Period, Buyer or Seller (as applicable) shall pay to the other party such proportionate amount promptly after the payment of Covered Taxessuch Taxes (or the receipt of any such refund).

Allocation of Certain Taxes. In To the case extent permitted or required by Law or administrative practice, the taxable year of any taxable period that begins on or before each of the Transferred Entities which includes the Closing Date shall be treated as closing on (and ends thereafter including) the Closing Date. For purposes of this Agreement, where it is necessary to apportion between Seller and Purchaser the Tax liability of any of the Transferred Entities (each a “Straddle Period”), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes or with respect to the Transferred Assets Receivables) for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books as of the end of the Closing Date or, in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes, “Covered Taxes”) but not gross receipts, sales or use Taxes or Taxes based upon or related to income), the amount of such liability for such Straddle Period that shall be allocated (a) apportioned to the portion period ending at the close of such Straddle Period ending on the Closing Date in an amount equal to shall be the total amount of such Taxes for the entire Straddle Period period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and including) including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; provided that in the case of a Straddle Period of a CFC, the amount includible under Section 951 of the Code (and shall be an Excluded Liability, and (bany related foreign Tax credit under Section 960 of the Code) in respect of such CFC that is attributable to the portion of such Straddle Pre-Closing Period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after shall be determined based on a closing of the books as of the Closing as if the taxable year of the CFC had ended on the Closing Date (for the avoidance of doubt, it being agreed and understood that such amount shall not give rise to an Indemnified Tax until such time as the denominator actual inclusion of which is such amount as provided under Section 951 results in an actual Tax liability determined on a with and without basis). For the number avoidance of days in doubt, any Taxes relating to the entire Straddle Period, Restructuring and any Taxes resulting from the inclusion by any of the Transferred Entities of any “deferred intercompany gain” pursuant to Treasury Regulation Section 1.1502-13 or “excess loss account” pursuant to Treasury Regulation Section 1.1502-19 upon the sale of the Transferred Interests shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable allocated to the portion of any Straddle Period ending on the Pre-Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered TaxesPeriod.

Allocation of Certain Taxes. In the case of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to Property Taxes for the portion of such Straddle Pre-Closing Tax Period ending on the Closing Date in an amount will be equal to the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period ending on (and including) that is in the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall will be an Excluded a Retained Liability, and (b) to Property Taxes for the portion of such Straddle Post-Closing Tax Period beginning after the Closing Date in an amount will be equal to the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period after in the Post-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall will be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party party that has the primary obligation to do so under applicable Applicable Law shall will file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.310.01, and such party will pay the Taxes shown on such Tax Return and provide a copy of such Tax Return to the other party. The Parties To the extent any portion of such Taxes paid by Purchaser (or any refund of Taxes received by Purchaser) is allocable to the Pre-Closing Tax Period, or any portion of such Taxes paid by Seller (or any refund of Taxes received by Seller) is allocable to the Post-Closing Tax Period, Purchaser or Seller (as applicable) will cooperate and act in good faith pay to minimize the other party such proportionate amount promptly after the payment of Covered Taxessuch Taxes (or the receipt of any such refund).

Allocation of Certain Taxes. If a Chevron Acquired Entity or a Phillips Acquired Entity (eaxx xx "Xcquired Entity") is permitted but not required under applicable state, local or foreign Income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Acquired Entity to treat that day as the last day of a taxable period. In the case of Income Taxes and other taxes based upon income or receipts arising in a taxable period of a Chevron Acquired Entity or a Phillips Acquired Entity thax xxxxxdes but does not end on the Closing Date, except as provided in Section 3.2(c), the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made on the basis of an interim closing of the books as of the end of the Closing Date. For the avoidance of doubt, for purposes of this Section 3.2(b), the taxable year of each Acquired Entity that is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes. In the case of (i) property Taxes and other taxes that are not based upon income or receipts and (ii) ad valorem Taxes, in either case attributable to any taxable period that begins includes but does not end on or before the Closing Date and ends thereafter (each a “Straddle Period”)Date, any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to the portion of such Straddle Period ending on the Closing Date in an amount equal Taxes attributable to the total Pre-Closing Period shall be the amount of such Taxes for the entire Straddle Period taxable period, multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period such taxable period ending on (and including) including the Closing Date and the denominator of which is the entire number of calendar days in the entire Straddle Periodsuch taxable period, and shall be an Excluded Liability, and (b) to the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount balance of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Post-Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered TaxesPeriod.

Allocation of Certain Taxes. In For purposes hereof, in the case of any taxable Taxes that are imposed on a periodic basis and are payable for a period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”)after the Closing Date, any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to the portion of such Straddle Period Tax that shall be deemed to be payable for the portion of the period ending on the day prior to the Closing Date shall (i) in an amount equal the case of any Taxes, other than Taxes based upon or related to income or receipts, be deemed to be the total amount of such Taxes for the entire Straddle Period period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), whether actually paid before, during, or after such period, multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on (and including) the day prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and shall be an Excluded Liabilityperiod, and (bii) in the case of any Taxes based upon or related to the portion of such Straddle Period beginning after the Closing Date in an amount income or receipts (including but not limited to withholding Taxes), be deemed equal to the total amount which would be payable if the taxable year ended on the close of business on the day prior to the Closing Date. Any credits for such a period shall be prorated, based upon the fraction employed in clause (i) of the preceding sentence. Such clause (i) shall be applied with respect to Taxes for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on the day prior to the Closing Date. In the event that Seller or any of its Affiliates has prepaid any Taxes referred to herein, to the extent that such Taxes exceed Seller's share of such Taxes for the entire Straddle Period multiplied by a fractionunder this Section 10.3, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and Buyer shall be an Assumed Liability; provided, that, pay Seller the amount of such Covered Taxes excess within thirty (30) days of the Closing Date upon receipt from Seller at the Closing of a statement detailing such prepayments. Such statement and the calculations contained therein shall, at Buyer's election, be reviewed within such 30-day period by a nationally recognized accounting firm selected by and paid for by Buyer and the determination of such accounting firm shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxesfinal.

Allocation of Certain Taxes. To the extent not otherwise provided in this Agreement, Seller shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Acquired Assets attributable to the Pre-Closing Tax Period and Buyer shall be responsible for and shall promptly pay when due all Property Taxes levied with respect to the Acquired Assets attributable to any Tax period beginning after the Closing Date and that portion of any Straddle Period beginning after the Closing Date. In the case of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar (i) Property Taxes with respect to for the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Pre-Closing Tax Period shall be allocated (a) to the portion of such Straddle Period ending on the Closing Date in an amount equal to the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period ending on (and including) that is in the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, Period and (bii) to Property Taxes for the portion of such Straddle Period beginning after the Closing Date in an amount shall be equal to the total amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers Seller shall be liable and responsible for the proportionate amount of such Covered Property Taxes that is attributable to the portion of any such Straddle Period ending on the Closing Date, Date and the Buyer shall be liable and responsible for the proportionate amount of such Covered Property Taxes that is attributable to the portion of any such Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Property Taxes, the Buyer or the SellersSeller, 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), 8.6 together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party In the event that has the primary obligation Buyer or Seller makes any payment for which it is entitled to do so reimbursement under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act 8.6, the applicable party shall make such reimbursement promptly but in good faith to minimize no event later than ten days after the presentation of a statement setting forth the amount of Covered Taxesreimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Allocation of Certain Taxes. In the case For purposes of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”Section 9.2(d), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to of the Transferred Assets (such Taxes, “Covered Taxes”) CTG Companies for such a Straddle Period shall be allocated (a) to between the portion of such Straddle Period the period ending on the Closing Date in an and the portion of the period beginning on the first day after the Closing Date. With respect to any Straddle Period, the amount equal of any Taxes based on or measured by income or receipts of the CTG Companies allocated to the total period ending on the Closing Date shall be made by means of a closing of the books and records of the CTG Companies 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 including the CTG Companies and any entity in which the CTG Companies hold a beneficial interest shall be deemed to terminate at such time); provided that exemptions, allowances or deductions that are calculated on an annual basis, and not on a closing of the books method, (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning on the first day after the Closing Date based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning on the first day after the Closing Date, on the other hand. The amount of other Taxes of the CTG Companies for a Straddle Period allocated to the period ending on the Closing Date shall be deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire such Straddle Period. Notwithstanding this Section 9.9, and any Taxes attributable to the period on the Closing Date after the Closing that do not arise in the ordinary course of the CTG Companies' trade or business, activities, or operations shall be an Excluded Liability, and (b) allocated to the portion of such Straddle Period the period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning first day after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxes.

Allocation of Certain Taxes. In the case of any taxable Tax period that begins includes (but does not end on) the Closing Date, all property and ad valorem Taxes and assessments on the Purchased Assets for any tax period beginning on or before prior to the Closing Date and ends thereafter ending after the Closing Date (each a “Straddle Period”)) shall be prorated between Seller and Buyer, any real propertyas of the close of business on the Closing Date based on the best information then available, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”i) Seller being liable for such Straddle Period shall be allocated (a) Taxes attributable to the any portion of such a Straddle Period ending on the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, and (b) to the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard allocable to the Pre-Closing Tax Period and (ii) Buyer being liable for such Taxes attributable to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any a Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, Information available after the Buyer or the Sellers, as applicable, shall present a statement to the other setting forth Closing Date that alters the amount of reimbursement property Taxes due with respect to which each is entitled the Straddle Period will be taken into account and any change in the amount of such Taxes shall be prorated between Seller and Buyer. All prorations under this Section 7.3 (taking into account 6.07 shall be allocated so that items relating to the amounts portion of Covered Taxesa Straddle Period ending on the Closing Date shall be allocated to Seller based upon the number of days in the Straddle Period on or prior to the Closing Date and items related to the portion of a Straddle Period beginning after the Closing Date shall be allocated to Buyer based upon the number of days in the Straddle Period after the Closing Date. The amount of all such prorations shall, if anyable to be calculated on or prior to the Closing Date, that be paid on the Buyer Closing Date or, if not able to be calculated on or prior to the Sellers remitted Closing Date, be calculated and paid as soon as practicable thereafter. Any refunds of property and ad valorem Taxes with respect to a Governmental Authority the Purchased Assets for any taxable period (or portion thereof) for which Straddle Period actually received will be apportioned between Buyer and Seller in a manner consistent with the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect allocation of Taxes described as set forth in this Section 7.36.07. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxes.DM3\7875356.18

Allocation of Certain Taxes. (a) In the case of any taxable Taxes that are imposed on a periodic basis and are payable for a period that begins on or before the an Applicable Closing Date and ends thereafter after such Applicable Closing Date (each a “Straddle Period”or, for Canadian income Tax purposes in the case of PTC, that begins prior to the Applicable Closing and ends after such Applicable Closing), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (portion of such Taxes, “Covered Taxes”) for such Straddle Period Tax that shall be allocated (a) allocable to the portion of such Straddle Period the period ending on the such Applicable Closing Date (or, for Canadian income Tax purposes in an amount equal the case of PTC, immediately prior to the total Applicable Closing) shall (i) in the case of any Taxes, other than Income Taxes and Taxes based upon or related to receipts, be deemed to be the amount of such Taxes for the entire Straddle Period period, whether actually paid before, during, or after such period, multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on (and including) the such Applicable Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and shall be an Excluded Liabilityperiod, and (bii) in the case of any Taxes based upon or related to income, net income, capital gains or receipts (including but not limited to withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on such Applicable Closing Date (or, for Canadian income Tax purposes in the case of PTC, if the taxable year ended immediately prior to the Applicable Closing); provided, however, that any franchise Tax measured by assets or capital shall be allocable to the taxable period for which the right to do business obtained by the payment of such franchise Tax relates, regardless of whether such franchise Tax is measured by assets or capital relating to another taxable period. Clause (i) of the preceding sentence shall be applied with respect to Taxes, if any, for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on such Applicable Closing Date. The portion of any Taxes (or refunds) that are imposed on a periodic basis, payable for a period that begins on or before the Applicable Closing Date and ends after such Applicable Closing Date (or, for Canadian income Tax purposes in the case of PTC, that begins prior to the Applicable Closing and ends after such Applicable Closing) and not allocable to the portion of such Straddle Period beginning after the period ending on such Applicable Closing Date (or, for Canadian income Tax purposes in an amount equal the case of PTC, immediately prior to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in Applicable Closing) shall be allocable to the portion of the Straddle Period period beginning after the such Applicable Closing Date and the denominator of which is the number of days (or, for Canadian income Tax purposes in the entire Straddle Periodcase of PTC, and shall be an Assumed Liability; provided, that, at the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Applicable Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxes.

Allocation of Certain Taxes. (a) If any of the Business Entities is permitted but not required under applicable state, local or foreign income Tax laws to treat the Closing Date as the last day of a taxable period, then the parties shall cause such Business Entity to treat that day as the last day of a taxable period. (b) In the case of any Taxes arising in a taxable period of any of the Business Entities that begins includes but does not end on the Closing Date, except as provided in Section 7.5(c), the allocation of such Taxes between the Pre-Closing Period and the Post-Closing Period shall be made on the basis of an interim closing of the books as of the end of the Closing Date. For purposes of this Article VII, (i) any Tax on gain or before income resulting from the triggering into income of deferred intercompany transactions under Section 1.1502-13 of the Treasury Regulations or excess loss A-45 <PAGE> accounts under Section 1.1502-19 of the Treasury Regulations that occurs as a result of the Merger shall be considered to be attributable to the Pre-Closing Period and (ii) each partnership or "flowthrough" entity in which any of the Business Entities holds an interest shall be treated as if its taxable year ended at the close of business on the Closing Date and ends thereafter Taxes attributable to the income and gain of such entities through the close of business on the Closing Date (each as determined in a “reasonably practicable manner) shall be considered to be attributable to the Pre-Closing Period. (c) In the case of (i) franchise Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding and (ii) ad valorem Taxes, in either case attributable to a Straddle Period”Period (as defined below), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to the portion of such Straddle Period ending on the Closing Date in an amount equal Taxes attributable to the total Pre-Closing Period shall be the amount of such Taxes for the entire Straddle Period taxable period, multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period such taxable period ending on (and including) including the Closing Date and the denominator of which is the entire number of calendar days in the entire Straddle Periodsuch taxable period, and shall be an Excluded Liability, and (b) to the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount balance of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion Post-Closing Period; PROVIDED, HOWEVER, that if any property, asset or other right of any Straddle Period ending on of the Business Entities is sold or otherwise transferred prior to the Closing Date, and the Buyer then ad valorem Taxes pertaining to such property, asset or other right shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable attributed entirely to the portion of any Straddle Period beginning after the Pre-Closing DatePeriod. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxes7.6.

Allocation of Certain Taxes. In The Buyer and the case of any taxable period Seller agree that begins on if the Business is permitted but not required under applicable state, local or foreign Tax Laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, the Buyer and ends thereafter (each the Seller shall treat such day as the last day of the taxable period. Any Income Taxes for a “Straddle Period”), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to apportioned between the Seller and the Buyer based on the actual operation of the Business during the portion of such Straddle Period period ending on the Closing Date in an amount equal and the portion of such period beginning on the day following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the total amount Seller only if such transactions or events are properly includible in the Seller's Affiliate's consolidated federal income Tax Return and shall otherwise be apportioned to the Buyer), and for purposes of the provisions of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes for the entire other than Income Taxes ("Other Taxes") relating to a Straddle Period multiplied by a fraction, shall be apportioned between the numerator of which is Buyer and the Seller based on the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, and (b) to during the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date period occurring on and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on before the Closing Date, and the number of days during such period occurring after the Closing Date and for purposes of this SECTION 7.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). To the extent estimated Taxes have been paid prior to the Closing Date with respect to a Straddle Period, the Seller's liability with respect thereto shall be reduced by that amount; provided, further that if such payment of Taxes exceeds (or is less than) the Seller's liability as calculated pursuant to this SECTION 7.6, the Buyer shall be liable and responsible for promptly pay the proportionate Seller the amount of such Covered Taxes that is attributable to excess (or the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, Seller shall promptly pay the Buyer or the Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement such shortfall). Upon timely notice from the Buyer, the Seller shall pay to which each is entitled under this Section 7.3 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within at least ten (10) days after delivery of such statement, absent manifest error. The Party that has prior to the primary obligation to do so under applicable Law shall file date any Tax Return that is required to be filed in respect of payment for Taxes as described in this Section 7.3. The Parties will cooperate and act SECTION 7.6 is due, the Seller's share of such Taxes as described in good faith to minimize the amount of Covered Taxesthis SECTION 7.6.

Allocation of Certain Taxes. In the case of any taxable period Tax that begins on is attributable to a Straddle Period, the amount of Taxes attributable to the Pre-Closing Period and the Post-Closing Period shall be determined as follows: (i) The parties hereto agree that if the Company is permitted but not required under applicable foreign, state or before local Tax laws to treat the Closing Date as the last day of a taxable period, the Seller and ends thereafter the Buyer shall treat such day as the last day of a taxable period. (each a “Straddle Period”ii) Except to the extent provided in subparagraph (i) of this Section 4.10(b), any real property, personal property, improvement, assessment, special assessment, in the case of ad valorem Taxes imposed on the Company and franchise or similar Taxes with respect to imposed on the Transferred Assets Company based on capital (including net worth or long-term debt) or number of shares of stock authorized, issued or outstanding, such Taxes, “Covered Taxes”) for such Straddle Period Taxes shall be allocated (a) to between the portion of such Straddle Pre-Closing Period ending on and the Post-Closing Date in an amount equal to Period based upon the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the respective number of days in each such period. (iii) Except to the portion extent provided in subparagraphs (i) and (ii) of this Section 4.10(b), all other Taxes shall be allocated between the Pre-Closing Period and the Post Closing Period based upon an interim closing of the Straddle Period ending on (and including) books of the Company as of the end of the day of the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, and (b) to the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion computation of the Straddle Period after Tax for each resulting period as if the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liabilityperiod were a separate taxable period; provided, thathowever, that in no event shall the hypothetical Tax for any period be less than zero. (iv) Seller shall be liable for and pay any stock transfer tax imposed by N.Y. Tax Law Section 270 in connection with the transfer of the stock of the company. Buyer shall be liable for and pay any other transfer taxes arising in connection with the transfer of the stock of the Company. (v) If Buyer receives a Tax refund with respect to Taxes arising in a Pre-Closing Period, or a rebate of any stock transfer tax under N.Y. Tax Law Section 270, Buyer shall pay, within the thirty (30) days following the receipt of such Tax refund or rebate, the amount of such Covered Tax refund to the Seller. If Seller receives a Tax refund with respect to Taxes shall be determined without regard to any actions taken by arising in a Post-Closing Period, within thirty (30) days following the Buyer (or its Affiliates) or other events occurring after receipt of such Tax refund, Seller will pay the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable Tax refund to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing DateBuyer. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3c), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxes.

Allocation of Certain Taxes. In For purposes hereof, in the case of any taxable Taxes that are imposed on a periodic basis and are payable for a period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”)after the Closing Date, any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to the portion of such Straddle Period Taxes that shall be deemed to be payable for the portion of the period ending on the Closing Date shall (a) in an amount the case of any Taxes, other than Taxes based upon or related to income or receipts, be deemed equal to (i) the total amount of such Taxes for the entire Straddle Period period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), whether actually paid before, during, or after such period, multiplied by (ii) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and shall be an Excluded Liabilityperiod, and (b) in the case of any Taxes based upon or related to income or receipts (including, but not limited to, withholding Taxes), be deemed equal to the amount which would be payable if Seller's taxable year ended on the close of business on the Closing Date. Any credits or refunds with respect to Taxes described in clause (a) or clause (b) of the preceding sentence for such entire period shall be prorated, based upon the fraction employed in clause (a) or the portion of such Straddle Period period described in clause (b), respectively. Such clause (a) shall be applied with respect to Taxes for such period relating to capital (including net worth or long-term debt) or intangibles by reference to the level of such items on the Closing Date. The portion of such Taxes that shall be deemed to be payable for the portion of the period beginning after the Closing Date in an amount shall equal to the total amount of such Taxes payable for the entire Straddle Period multiplied by a fraction, period less the numerator amount of which is the number of days in Taxes deemed to be payable for the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period period ending on the Closing Date. In the event that Seller or any of its Affiliates has prepaid any Taxes referred to herein, to the extent that such Taxes exceed Seller's share of such Taxes under this Section, Buyer shall pay to Seller the amount of such excess within forty-five (45) days of the Closing Date upon receipt from Seller at the Closing of a statement detailing such prepayments. Such statement and the calculations contained therein shall be reviewed within such 45-day period by a nationally recognized accounting firm selected by mutual agreement of the parties. Each party shall bear half of the costs of such accounting firm, and the Buyer determination of such accounting firm shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxesfinal.

Allocation of Certain Taxes. (a) The Purchaser shall be a limited liability company disregarded for U.S federal income tax purposes as an entity separate from, and wholly owned by, BG Staffing, Inc., a C corporation for U.S. federal income tax purposes. If the Company or the Company is permitted, but not required, under applicable non-U.S., state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. In the case of any taxable period that begins Straddle Period, (i) the amount of any Taxes based on or before measured by income, sales, receipts, or payroll of the Company and its Subsidiaries for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and ends thereafter for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time); and (each a “Straddle Period”), any ii) in the case of real property, personal propertyproperty and other Taxes not imposed on the basis of income, improvementsales or receipts, assessment, special assessment, ad valorem or payroll the amount of other Taxes of the Company and similar Taxes with respect its Subsidiaries for a Straddle Period that relates to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Pre-Closing Tax Period shall be allocated (a) deemed to be the portion of such Straddle Period ending on the Closing Date in an amount equal to the total amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire such Straddle Period. For purposes of computing the Income Taxes attributable to the two (2) portions of a taxable period pursuant to this Section 9.03, and (i) all transactions not expressly contemplated by this Agreement occurring outside the ordinary course of business on the Closing Date after the Closing shall be an Excluded Liabilityallocated to the post-Closing portion of any Straddle Period or the taxable period beginning on the date after the Closing Date, as the case may be, and (bii) to the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount of such Taxes any item that is taken into account only once for the entire Straddle Period multiplied by a fractioneach taxable period (e.g., the numerator benefit of which is graduated tax rates, exemption amounts, etc.) shall be allocated between the two (2) portions of the period in proportion to the number of days in the portion of the Straddle Period after the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.3. The Parties will cooperate and act in good faith to minimize the amount of Covered Taxesportion.

Allocation of Certain Taxes. In Purchaser and Seller agree that if any of the case of any taxable period that begins on TFS Companies is permitted but not required under applicable state, local or foreign Tax laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, Purchaser and ends thereafter (each Seller shall treat such day as the last day of the taxable period. Any Income Taxes for a “Straddle Period”), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) to apportioned between Seller and Purchaser based on the actual operations of the TFS Companies during the portion of such Straddle Period period ending on the Closing Date in an amount equal and the portion of such period beginning on the day following the Closing Date (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the total amount Seller only if such transactions or events are properly includible in Parent's consolidated federal income Tax Return and shall otherwise be apportioned to Purchaser), and for purposes of the provisions of Sections 13.2, 13.3, 13.4 and 13.6, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). All Taxes for the entire other than Income Taxes ("Other Taxes") relating to a Straddle Period multiplied by a fraction, the numerator of which is shall be apportioned between Purchaser and Seller based on the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, and (b) to during the portion of such Straddle Period beginning after the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period after the Closing Date period occurring on and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on before the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount number of days during such Covered Taxes that is attributable to the portion of any Straddle Period beginning period occurring after the Closing Date. Upon receipt Date and for purposes of any xxxx for any Sections 13.2, 13.3, 13.4 and 13.6 each portion of such Covered Taxes, the Buyer or the Sellers, as applicable, period shall present be deemed to be a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (whether or portion thereofnot it is in fact a taxable period). To the extent estimated Taxes have been paid prior to the Closing Date with respect to a Straddle Period, Seller's liability with respect thereto shall be reduced by that amount; provided, further that if such payment of Taxes exceeds (or is less than) for which the other is responsible Seller's liability as calculated pursuant to this Section 7.313.4, Purchaser shall promptly pay Seller the amount of such excess (or Seller shall promptly pay Purchaser the amount of such shortfall). Upon timely notice from Purchaser, together with such supporting evidence as is reasonably necessary Seller shall pay to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within Purchaser at least ten (10) days after delivery of such statement, absent manifest error. The Party that has prior to the primary obligation to do so under applicable Law shall file date any Tax Return that is required to be filed in respect of payment for Taxes as described in this Section 7.3. The Parties will cooperate and act 13.4 is due, Seller's share of such Taxes as described in good faith to minimize the amount of Covered Taxesthis Section 13.4.

Allocation of Certain Taxes. In the case of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”, (i) all Taxes imposed on a periodic basis (other than Taxes for Real Property addressed in Section 2.07(f), any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle the Pre-Closing Tax Period shall be allocated (a) to the portion of such Straddle Period ending on the Closing Date in an amount equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period ending on (and including) that is in the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, Liability and (bii) to Taxes for the portion of such Straddle Post-Closing Tax Period beginning after the Closing Date in an amount shall be equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period after that is in the Post-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered . All other Taxes for a Straddle Period (other than Taxes for Real Property) shall be determined without regard to any actions taken by allocated between the Buyer (or its Affiliates) or other events occurring after Pre-Closing Tax Period and the Closing. The Sellers shall be liable and responsible for Post-Closing Tax Period as if such taxable period ends as of the proportionate amount close of such Covered Taxes that is attributable to the portion of any Straddle Period ending business on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.36.15(b), and that party shall pay the Taxes shown on such Tax Return. The Parties will cooperate and act in good faith To the extent any such Taxes paid by Buyer (or any refund of Taxes received by Buyer) is allocable to minimize the Pre-Closing Tax Period, or any such Taxes paid by Seller (or any refund of Taxes received by Seller) is allocable to the Post-Closing Tax Period, Buyer or Seller (as applicable) shall pay to the other party such proportionate amount promptly after the payment of Covered Taxessuch Taxes (or the receipt of any such refund).

Allocation of Certain Taxes. In the case of any taxable period that begins on or before the Closing Date and ends thereafter (each a “Straddle Period”), (i) any real property, personal property, improvement, assessment, special assessment, ad valorem and similar Taxes with respect to the Transferred Assets (such Taxes, “Covered Taxes”) for such Straddle Period shall be allocated (a) allocable to the portion of such Straddle Period ending with the end of the day on the Closing Date in an amount shall be equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period ending on (and including) that is in the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability, Liability and (bii) to any real property, personal property, ad valorem and similar Taxes for the portion of such Straddle Period beginning after the Closing Date in an amount shall be equal to the total amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of during the Straddle Period after that is in the Post-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability; provided, that, the amount of such Covered Taxes shall be determined without regard to any actions taken by the Buyer (or its Affiliates) or other events occurring after the Closing. The Sellers shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period ending on the Closing Date, and the Buyer shall be liable and responsible for the proportionate amount of such Covered Taxes that is attributable to the portion of any Straddle Period beginning after the Closing Date. Upon receipt of any xxxx for any such Covered Taxes, the Buyer or the 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 (taking into account the amounts of Covered Taxes, if any, that the Buyer or the Sellers remitted to a Governmental Authority for any taxable period (or portion thereof) for which the other is responsible pursuant to this Section 7.3), together with such supporting evidence as is reasonably necessary to calculate the proration and reimbursement amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement, absent manifest error. The Party party that has the primary obligation to do so under applicable Law shall file any Tax Return that is required to be filed in respect of Taxes described in this Section 7.310.04 and that party shall pay the Taxes shown on such Tax Return. The Parties will cooperate and act To the extent any such Taxes paid by Buyer (or any refund of Taxes received by Buyer) are allocable to the Pre-Closing Tax Period, or any such Taxes paid by Seller (or any refund of Taxes received by Seller) are allocable to the Post-Closing Tax Period, Buyer or Seller (as applicable) shall pay to the other party such proportionate amount promptly after the payment of such Taxes (or the receipt of any such refund). To the extent Buyer receives any refunds with respect to any Taxes arising in good faith a Pre-Closing Tax Period, Buyer shall pay such refunds to minimize the amount Seller net of Covered Taxesany amounts owed to Buyer under this Agreement.