Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the Buyer, and the Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d), the amount which would be payable if the portion of the period were a separate taxable year, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period and the denominator of which is the number of calendar days in the entire period.

Allocation of Certain Taxes. (a) The Buyer and the Seller Parties agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller Parties shall treat such day as the last day of a taxable period. The Buyer and the Seller Parties agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulationsLaws, as of at the close of business on the Closing DateEffective Time. (b) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Company shall be paid by Purchaser or the BuyerCompany, and the Taxes for such period shall be apportioned for purposes of Section 7.1 4.2 and Section 4.3 between the Seller and the Buyer Parties based on the actual operations of the Company during the portion of such period ending on the Closing Date Date, if any, and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 Section 4.2, Section 4.3 and 7.3Section 4.5, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Any Taxes allocable allocated or apportioned by means of this Section 4.4(b) shall, to a portion the extent allocated to the period before the Closing Date, be for the account of Seller and any Taxes allocated or apportioned by means of this Section 4.4(b) shall, to the extent allocated to the period after the Closing Date, be for the account of Purchaser. (c) Seller shall make any payment of Taxes apportioned under Section 4.4(b) for which it is liable under Section 4.2(a) to Purchaser not later than five Business Days prior to the due date for the payment of such period shall be deemed to equal Taxes (iincluding estimated Taxes). (d) in the case of Taxes The Parties agree that (x) are based upon or related to income or receipts or (y) imposed neither Seller nor Purchaser shall, in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d), the amount which would be payable if the portion purchase of the period were a separate taxable yearShares under this Agreement, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion make any election under Section 338 of the period and the denominator of which is the number of calendar days in the entire periodCode.

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if any of the Company Transferred Subsidiaries is permitted but not required under applicable foreign, state or local Tax laws Laws to treat the day before the Closing Date or the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any For purposes hereof, in the case of any Taxes of the Company that are imposed on a periodic basis and are payable for a taxable period beginning that begins before the Closing Date, the Cut-Off Date and ending after or the Closing Date shall be paid by Balance Sheet Date, as the Buyercase may be, and with respect to any particular Tax in accordance with this Agreement (each, for the Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller this paragraph, a "Relevant Date") and the Buyer based on ends after a Relevant Date, the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period Tax that shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a payable for the portion of such the period ending on the Relevant Date shall be deemed to equal (i) in the case of any Taxes that (x) are other than Taxes based upon or related to income income, payroll or receipts or (y) imposed in connection with any sale or other transfer or assignment of propertyreceipts, other than Taxes described in Section 7.1(d), the amount which would be payable if the portion of the period were a separate taxable year, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), deemed to be the amount of such Taxes for the entire 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 the numerator of which is the number of calendar days in the portion of period ending on (and including) the period Relevant Date and the denominator of which is the number of calendar days in the entire period, and (ii) in the case of any Taxes based upon or related to income or receipts (including, but not limited to, sales, use and withholding Taxes), be deemed equal to the amount which would be payable if the taxable year ended on the close of business on the Relevant Date and, in the case of any Taxes attributable to the ownership by Seller or any of the Transferred Subsidiaries or any subsidiary of a Transferred Subsidiary of any equity interest in any partnership or other "flowthrough" entity, as if a taxable period of such partnership or the "flowthrough" entity ended as of the close of business on the a Relevant Date. Any credits for such a period shall be prorated except credits for Taxes paid or deposited will be allocated to the party that paid or deposited such Taxes and credits which are allocated in a different manner under the Code, 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 Relevant 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 Seller the amount of such excess within 120 days of the Closing Date upon receipt from Seller at the Closing of a statement detailing such prepayments.

Allocation of Certain Taxes. (a) The Buyer and the Seller Parties agree that if the Company a Group Member is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller Parties shall treat such day as the last day of a taxable period. The Buyer and the Seller Parties agree that they will treat the Company Group Members that are Corporate Subsidiaries as if it they ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. The parties agree that they will treat the Closing Date as the last day of a taxable period for the LLC Subsidiary for purposes of Section 8.1(a)(i) and 8.1(c). (b) Any Except as provided in Section 8.4(c), any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Group Members shall be paid by the BuyerBuyer and/or the Group Members, and the Taxes for such period shall be apportioned for purposes of Section 7.1 8.2 and Section 8.3 between the Seller and the Buyer Parties based on the actual operations of the applicable Group Member during the portion of such period ending on the Closing Date Date, if any, and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 8.2, 8.3 and 7.38.5, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). . (c) Any Taxes allocable for a taxable period ending on the Closing Date with respect to a any Group Member shall be paid by the Seller, and the Taxes for such period shall be apportioned for purposes of Section 8.2 and Section 8.3 between the Parties based on the actual operations of the applicable Group Member during the portion of such period, if any, ending on the Closing Date and the portion of such period, if any, beginning on the day following the Closing Date, and for purposes of the provisions of Sections 8.2, 8.3 and 8.5, each portion of such period shall be deemed considered to equal be a taxable period (iwhether or not it is in fact a taxable period). (d) in The Party not responsible under Section 8.1 for filing the case of Tax Return for any period for which Taxes that are apportioned under subsections (xb) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(dc), shall make any payment for which it is liable under Section 8.2 or Section 8.3 to the amount which would be payable if Party responsible for filing such Tax Return under Section 8.1 not later than five business days prior to the portion of due date for the period were a separate taxable year, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount payment of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period and the denominator of which is the number of calendar days in the entire period(including estimated Taxes).

Allocation of Certain Taxes. (a) The Subject to Section 7.2(c), Buyer and the Seller PKI agree that if the any Seller or Acquired Company is permitted but not required under applicable foreign, state or local or non-United States Tax laws Laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller Sellers shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before of an Acquired Company or with respect to the Closing Date and ending after the Closing Date shall be paid by the Buyer, and the Taxes Acquired Assets for such period a Straddle Period shall be apportioned for purposes of Section 7.1 between the Seller Pre-Closing Tax Period and the Buyer based on the portion of such period ending on the Post-Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal Tax Periods (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer transfer, novation or assignment of property, property (other than Taxes described in Section 7.1(d)), based on the amount which would be payable if actual operations of the Acquired Company or the Business during the portion of such period ending on the Closing Date and the portion of such period were a separate taxable yearbeginning on the day following the Closing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is based on the number of calendar days during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date. (c) Subject to the mutual written consent of PKI and Buyer, which shall not be withheld unless such Party determines in good faith that a Section 245A Election is not permitted by applicable Law, Buyer and PKI (and their respective Affiliates) will comply with the requirements described in Treas. Reg. Sec. 1.245A-5(e)(3)(i) with respect to any Acquired Company that is a controlled foreign corporation within the meaning of Section 957 of the Code so that the taxable year of such Acquired Company will end for U.S. federal income tax purposes as described in Treas. Reg. Sec. 1.245A-5(e)(3)(i)(A) (such election, a “Section 245A Election”). Buyer and PKI shall cooperate in good faith to determine whether an any Section 245A Election is permitted by applicable Law. Pursuant to Treas. Reg. Sec 1.245A-5(e)(3)(i)(B), foreign taxes will be allocated between the U.S. taxable years of any Acquired Company making a Section 245A Election under the principles of Treas. Reg. Sec. 1.1502-76(b) to income earned during the foreign tax year of such Acquired Company. Such allocation of foreign Taxes will be made pro-rata based on the number of days in the portion foreign tax year that fall within the periods before and after the U.S. tax year of the an Acquired Company ends as a result of a Section 245A Election, by also taking into account foreign income earned during a period and the denominator of which is the number of calendar days which, if realized for U.S. federal income tax purposes, would constitute an extraordinary item described in the entire periodTreas. Reg. Sec. 1.1502-76(b)(2)(ii)(C).

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the any Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any The portion of any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the Buyer, and the Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on Straddle Period allocable to the portion of such period Straddle Period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Transfer Taxes described in Section 7.1(d)9.5, the amount which would be payable if the portion of taxable year ended on (and included) the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes not described in Section 9.3(b)(i) (including Taxes imposed on a periodic basis (including such as real property Taxes)), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending on (and including) the period Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of this Agreement, all transactions (including whether commercial or fiscal in nature) that occur on the Closing Date but after the Closing and that are not incurred in the ordinary course of business of a Company shall be considered to be attributable to the period that commences on the day following the Closing Date. For purposes of Section 9.3(b)(i), any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning the day after the Closing Date.

Allocation of Certain Taxes. (a) The Buyer Purchaser and the Seller Sellers agree that if the Company or any Subsidiary is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer Purchaser and the Seller Sellers shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the BuyerPurchaser or its Affiliates, and the portion of any such Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such period ending on the Closing Date (and as to which Sellers shall reimburse the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period Purchaser) shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d12.1(d), the amount which would be payable if the portion of taxable year ended with the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending with the period Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 12.2(b), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. (c) Transactions that occur on the Closing Date but after the Closing and that are not incurred in the Ordinary Course of Business of the Company or its Subsidiaries shall be considered to be attributable to the period that commences on the day following the Closing Date.

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the Company or the Seller is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last CERTAIN CONFIDENTIAL INFORMATION IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the Buyer, Buyer or its Affiliates and the portion of any such Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (xA) are based upon or related to income or receipts or (yB) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d), the amount which would be payable if the portion of taxable year ended with the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending with the period Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 5.1, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period).

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the Company or the Subsidiary is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Except as provided in Section 9.4(c), any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Balance Sheet Date with respect to the Company and/or the Subsidiary shall be paid by the Buyer, the Company and/or the Subsidiary, and the Taxes for such period shall be apportioned for purposes of Section 7.1 9.2 and Section 9.3 between the Seller and the Buyer based on the actual operations of the Company and/or the Subsidiary, as the case may be, during the portion of such period ending on the Closing Date Balance Sheet Date, if any, and the portion of such period beginning on the day following the Closing Balance Sheet Date, and for purposes of the provisions of Sections 7.1 9.2, 9.3 and 7.39.5, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). . (c) Any Taxes allocable for a taxable period ending on the Closing Date with respect to a the Company and/or the Subsidiary shall be paid by the Seller, and the Taxes for such period shall be apportioned for purposes of Section 9.2 and Section 9.3 between the Seller and the Buyer based on the actual operations of the Company and/or the Subsidiary, as the case may be, during the portion of such period ending on the Closing Balance Sheet Date and the portion of such period beginning on the day following the Closing Balance Sheet Date, and for purposes of the provisions of Sections 9.2, 9.3 and 9.5, each portion of such period shall be deemed considered to equal be a taxable period (iwhether or not it is in fact a taxable period). -43- 52 (d) in The Party not responsible under Section 9.1 for filing the case of Tax Return for any period for which Taxes that are apportioned under subsections (xb) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(dc), shall make any payment for which it is liable under Section 9.2 or Section 9.3 to the amount which would be payable if Party responsible for filing such Tax Return under Section 9.1 not later than five business days prior to the portion of due date for the period were a separate taxable year, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount payment of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period and the denominator of which is the number of calendar days in the entire period(including estimated Taxes).

Allocation of Certain Taxes. (a) The Buyer Buyers and the Seller Sellers agree that if the Company any Seller or any Business Subsidiary is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer Buyers and the such Seller shall treat such day as the last day of a taxable period. The Buyer Buyers and the Seller Sellers agree that they will treat the Company each Business Subsidiary as if it ceased to be part of the affiliated group of corporations of which the such Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the Buyerany Buyer or its Affiliates, and the portion of any such Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) are imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d8.1(d), the amount which would be payable if the portion of taxable year ended with the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending with the period Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 8.1, each portion of such period shall be deemed to be a Taxable period (whether or not it is in fact a Taxable period).

Allocation of Certain Taxes. (a) The Buyer and the Seller Parties agree that if the Company any Transferred Foreign ACL Subsidiary is permitted but not required under applicable foreign, state or local foreign Income 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 the Seller shall treat such day shall be treated as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any For purposes hereof, in the case of any Taxes of the Company that are imposed on a periodic basis and are payable for a taxable period beginning that begins on or before the Closing Date and ending ends after the Closing Date shall be paid by the BuyerDate, and the Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on the portion of such Tax that shall be allocable to the portion of the period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of any Taxes, other than Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of propertyreceipts, other than Taxes described in Section 7.1(d), the amount which would be payable if the portion of the period were a separate taxable year, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), deemed to be the amount of such Taxes for the entire period period, whether actually paid before, during, or after such period, multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending on (and including) the period Closing Date and the denominator of which is the number of calendar days in the entire period., and (ii) 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 the taxable year ended on the close of business on the Closing Date. Any credits or refunds for such a period shall be prorated, based upon the fraction employed in clause

Allocation of Certain Taxes. (a) The Buyer Buyers and the Seller agree that if the either Company or any Subsidiary is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer Buyers and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part portion of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the Buyer, and the Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d)Transfers Taxes, the amount which would be payable if the portion of taxable year ended with the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending with the period Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Section 7.1(e) and Section 7.2(c) each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 5.12(b), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. Transactions that occur on the Closing Date but after the Closing and that are not incurred in the Ordinary Course of Business of either Company or its Subsidiaries shall be considered to be attributable to the period that commences on the day following the Closing Date.

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, Affiliated Group as of the close of business on the Closing Date. (b) Any The Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by allocated to the Buyer, pre-Closing and the post-Closing period as set forth in this Section 9.3(b). The Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such taxable period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d9.1(d), the amount which would be payable if the portion of taxable year ended with the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending with the period Closing Date and the denominator of which is the number of calendar days in the entire period. Any remaining Taxes for such a taxable period shall be allocable to the portion of such taxable period beginning on the day after the Closing Date. For purposes of the provisions of this ARTICLE IX, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this Section 9.3(b), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. (c) Transactions that occur on the Closing Date but after the Closing and that are not incurred in the ordinary course of business of the Company (other than the making of a Section 338(h)(10) Election) shall be considered to be attributable to the period that commences on the day following the Closing Date. Buyer agrees to report and to cause to be reported all transactions not in the ordinary course of business occurring on the Closing Date but after the Closing (other than the making of a Section 338(h)(10) Election) as occurring at the beginning of the following day to the extent permitted by the next day rule under Treasury Regulation Section 1.1502-76(b)(1)(B). (d) Neither Buyer nor the Company shall make an election pursuant to Treasury Regulation Section 1.1502-76(b)(2) to allocate items for the year including the Closing Date ratably between the period ending on the Closing Date and the period beginning on the day after the Closing Date. (e) For the avoidance of doubt, any and all deductions attributable to payments to holders of Options pursuant to Section 1.2 of this Agreement and costs and expenses and all payroll, employment and other Taxes of the Company resulting from such payment to holders of Options (including legal or other advisor fees and expenses) incurred by the Company or Seller in connection with this Agreement and the transactions contemplated hereby shall be allocable to the taxable period ending (or deemed pursuant to Section 9.3(b) to end) on the Closing Date.

Allocation of Certain Taxes. (ai) The Buyer and If the Seller agree that if the Company is Companies are permitted but not required under applicable foreign, state or local Tax income tax laws to treat the Closing Date date as the last day of a taxable period, then the Buyer and the Seller parties shall treat such that day as the last day of a taxable period. The Buyer . (ii) In the case of taxes arising in a taxable period of the Companies that includes, but does not end on, the Closing date, except as provided in Section 26(c)(iii), the allocation of such taxes between the pre-Closing period and the Seller agree that they will treat post-Closing period shall be made on the Company as if it ceased to be part basis of an interim closing of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, books as of the close end of business on the Closing Datedate. For the avoidance of doubt, for purposes of this Section 26, any tax resulting from the transactions contemplated by this Agreement and any tax resulting from sale by Seller of the Membership Interests is attributable to the pre-Closing period and therefore to Seller. (biii) Any Taxes In the case of the Company any taxes that are imposed on a periodic basis and are payable for a taxable period beginning before that includes, but does not end on, the Closing Date and ending after the Closing Date shall be paid by the Buyerdate, and the Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on the portion of such tax which relates to the portion of such taxable period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period date shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (iA) in the case of Taxes that (x) are any taxes, other than taxes based upon or related to income or receipts receipts, or (y) imposed in connection with any sale or other transfer or assignment of propertyfranchise taxes, other than Taxes described in Section 7.1(d), the amount which would be payable if the portion of the period were a separate taxable year, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), deemed to be the amount of such Taxes tax for the entire taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of taxable period ending on the period Closing date and the denominator of which is the number of calendar days in the entire taxable period, and (B) in the case of any tax based upon or related to income or receipts, or franchise taxes, be deemed equal to the amount which would be payable if the relevant taxable period ended as of the end of the Closing date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the Companies.

Allocation of Certain Taxes. (ai) The Buyer and the Seller agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group Affiliated Group of corporations of which the Seller Company is a member within the meaning of Section 1504 of the Code, and and, to the extent applicable, any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (bii) Any The portion of any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the Buyer, and the Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (iA) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d5.15(a)(iii), the amount which would be payable if the portion of taxable year ended on (and included) the period were a separate taxable yearClosing Date, and (iiB) in the case of other Taxes not described in Section 5.15(d)(ii)(A) (including Taxes imposed on a periodic basis (including such as real property Taxes)), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending on (and including) the period Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of this Agreement, transactions that occur on the Closing Date but after the Closing and that are not incurred in the Ordinary Course of Business of the Company shall be considered to be attributable to the period that commences on the day following the Closing Date. For purposes of Section 5.15(d)(ii)(A), any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning the day after the Closing Date.

Allocation of Certain Taxes. (a) The Buyer and the Seller MicroStrategy agree that if the Company is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller MicroStrategy shall treat such day as the last day of a taxable period. The Buyer and the Seller MicroStrategy agree that they will treat the Company and the Subsidiary as if it they ceased to be part of the affiliated group of corporations of which the Seller MicroStrategy is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any The Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by allocated to the Buyer, pre-Closing and the post-Closing period as set forth in this Section 9.2(b). The Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such taxable period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d9.1(d), the amount which would be payable if the portion of taxable year ended with the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending with the period Closing Date and the denominator of which is the number of calendar days in the entire period. Any remaining Taxes for such a taxable period shall be allocable to the portion of such taxable period beginning on the day after the Closing Date.

Allocation of Certain Taxes. (a) The Buyer and the Seller agree that if the Company Seller or SRT is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company Business as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date with respect to the Business shall be paid by the Buyer, and the Taxes for such period shall be apportioned for purposes of Section 7.1 9.1 between the Seller and the Buyer based on the actual operations of the Business during the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 Section 9.1 and 7.39.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) ; PROVIDED, HOWEVER, that in the case of Taxes any Tax that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d), the amount which would be payable if the portion of the period were a separate taxable year, and (ii) in the case of other Taxes imposed is assessed on a periodic basis basis, (including property Taxes), the i) Seller shall be apportioned an amount of such Taxes Tax equal to the aggregate amount of such Tax for the entire period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Taxable period that ends on the Closing Date and the denominator of which is the total number of calendar days in the entire Taxable period, and (ii) Buyer shall be apportioned the balance of such Tax.

Allocation of Certain Taxes. (a) The Subject to Section 7.2(c), Buyer and the Seller PKI agree that if the any Seller or Acquired Company is permitted but not required under applicable foreign, state or local or non-United States Tax laws Laws to treat the Actual Cutover Date or Closing Date as the last day of a taxable period, the Buyer and the Seller Sellers shall treat such day as the last day of a taxable period. The Buyer and the Seller agree that they will treat the Company as if it ceased to be part of the affiliated group of corporations of which the Seller is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. (b) Any Taxes of the Company for a taxable period beginning before of an Acquired Company or with respect to the Closing Date and ending after the Closing Date shall be paid by the Buyer, and the Taxes Acquired Assets for such period a Cutover Straddle Period shall be apportioned for purposes of Section 7.1 between the Seller Pre-Cutover Tax Period and the Buyer based on the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal Post-Cutover Tax Periods (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer transfer, novation or assignment of property, property (other than Taxes described in Section 7.1(d) or VAT governed by Sections 7.7 (a) through (g)), based on the amount which would be payable if actual operations of the Acquired Company or the Business during the portion of such period ending on the Actual Cutover Date and the portion of such period were a separate taxable yearbeginning on the day following the Actual Cutover Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is based on the number of calendar days during the portion of such period ending on the Actual Cutover Date and the portion of such period beginning on the day following the Actual Cutover Date. (c) Subject to the mutual written consent of PKI and Buyer, which shall not be withheld unless such Party determines in good faith that a Section 245A Election is not permitted by applicable Law, Buyer and PKI (and their respective Affiliates) will comply with the requirements described in Treas. Reg. Sec. 1.245A-5(e)(3)(i) with respect to any Acquired Company that is a controlled foreign corporation within the meaning of Section 957 of the Code so that the taxable year of such Acquired Company will end for U.S. federal income tax purposes as described in Treas. Reg. Sec. 1.245A-5(e)(3)(i)(A) (such election, a “Section 245A Election”). Buyer and PKI shall cooperate in good faith to determine whether an any Section 245A Election is permitted by applicable Law. Pursuant to Treas. Reg. Sec 1.245A-5(e)(3)(i)(B), foreign taxes will be allocated between the U.S. taxable years of any Acquired Company making a Section 245A Election under the principles of Treas. Reg. Sec. 1.1502-76(b) to income earned during the foreign tax year of such Acquired Company. Such allocation of foreign Taxes will be made pro-rata based on the number of days in the portion foreign tax year that fall within the periods before and after the U.S. tax year of the an Acquired Company ends as a result of a Section 245A Election, by also taking into account foreign income earned during a period and the denominator of which is the number of calendar days which, if realized for U.S. federal income tax purposes, would constitute an extraordinary item described in the entire periodTreas. Reg. Sec. 1.1502-76(b)(2)(ii)(C).

Allocation of Certain Taxes. (a) The Buyer and the Seller Parties agree that if the Company it is permitted but not required under applicable foreign, state or local Tax laws to treat the Closing Date as the last day of a taxable period, the Buyer and the Seller Parties shall treat such day as the last day of a taxable period. The Buyer and the Seller Parties agree that they will treat the any Company and any Company Subsidiary as if it they ceased to be part of the affiliated group Affiliated Group of corporations of which the Seller Emerson or a Subsidiary of Emerson is a member within the meaning of Section 1504 of the Code, and any comparable or similar provision of state, local or foreign laws or regulations, as of the close of business on the businexx xx xhe Closing Date. (bx) Any Taxes of the Company for a taxable period beginning before the Closing Date and ending after the Closing Date shall be paid by the BuyerBuyer and/or any Company and any Company Subsidiary, and the portion of any such Taxes for such period shall be apportioned for purposes of Section 7.1 between the Seller and the Buyer based on allocable to the portion of such period ending on the Closing Date and the portion of such period beginning on the day following the Closing Date, and for purposes of the provisions of Sections 7.1 and 7.3, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). Taxes allocable to a portion of such period shall be deemed to equal (i) in the case of Taxes that (x) are based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property, other than Taxes described in Section 7.1(d9.2(a)(iii), the amount which would be payable if the portion of taxable year ended with the period were a separate taxable yearClosing Date, and (ii) in the case of other Taxes imposed on a periodic basis (including property Taxes), the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of period ending with the period Closing Date and the denominator of which is the number of calendar days in the entire period. For purposes of the provisions of Sections 9.2, 9.3 and 9.5, each portion of such period shall be deemed to be a taxable period (whether or not it is in fact a taxable period). (c) All sales, use, transfer, stamp, conveyance, value added, recording, registration, documentary, filing or other similar Taxes and fees, whether levied on the Buyer, Emerson, or any of their respective Affiliates arising out of or resultixx xxxx this Agreement or any of the transactions contemplated by this Agreement shall be borne equally by Buyer and Emerson. Buyer and Emerson shall provide reasonable cooperation to each xxxxx xn preparing xxx Xxx Returns required to be filed in connection with the assessment or imposition of any such Taxes. Any payment between Buyer and Emerson required by this Section 9.4(c) shall be made within five businexx xxxx of the provision by the Party responsible for paying such Tax of notice to the other Party that such Tax has been paid. (d) The Party not responsible under Section 9.1 for filing the Tax Return for any period for which Taxes are apportioned under subsection (b), shall make any payment for which it is liable under Section 9.2 or Section 9.3 to the Party responsible for filing such Tax Return under Section 9.1 not later than five business days prior to the due date for the payment of such Taxes (including estimated Taxes).