Common use of Allocation of Certain Taxes Clause in Contracts

Allocation of Certain Taxes. (i) All real property taxes (other than real estate Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Tax Period (collectively, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Parent shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. (a) The Buyer and the Sellers agree that if any Business Subsidiary, any Operating Subsidiary or any 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 Sellers shall treat such day as the last day of a taxable period. The Buyer and the Sellers agree that they will treat any Business Subsidiary and any Operating Subsidiary as if they ceased to be part of the affiliated group of corporations of which the Parent 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. (i) All real property taxes (other than real estate If any Business Subsidiary or Operating Subsidiary is entitled to a refund or credit of Income Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect for any Pre-Closing Tax Period that is attributable to the Purchased Assets for a Straddle Tax Period (collectivelycarryback of losses, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on the number credits or similar items of days of such taxable any Business Subsidiary or Operating Subsidiary from any period included in beginning after the Pre-Closing Tax Period and if the number of days of such taxable period included in refund or credit is paid to the Post-Closing Tax Period. The Parent Sellers, the Sellers shall be liable for pay to the proportionate Buyer the amount of such taxes refund or credit promptly after receipt, together with any interest or other amount received in connection therewith. (ii) Any Tax refund received by the Buyer, any Business Subsidiary or any Operating Subsidiary, and any amounts of overpayments of Tax credited against Tax which the Buyer, any Business Subsidiary or any Operating Subsidiary otherwise would be or would have been required to pay that is attributable relate to the any Pre-Closing Tax Period, or portion thereof, shall be for the account of the Sellers, and the Purchaser Buyer shall be liable for the proportionate amount of such taxes that is attributable pay over to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth such refund or the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(iany such credit within fifteen (15) and Section 4.11(d)(ii), as the case may be, days after receipt or entitlement thereto together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), any interest or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying other amount received in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paidconnection therewith.

Allocation of Certain Taxes. In the case of any taxable period that begins before the Closing Date and ends thereafter (each a “Straddle Period”), (i) All any real property taxes (other than real estate Taxes referred to in Section 4.20)property, personal property taxes property, ad valorem and similar ad valorem obligations levied with respect Taxes allocable to the Purchased Assets portion of such Straddle Period ending with the end of the day before the Closing Date shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a Straddle Tax Period (collectivelyfraction, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on numerator of which is the number of days of such taxable period included during the Straddle Period that is in the Pre-Closing 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 similar Taxes for the portion of such taxable period included Straddle Period beginning on or after the Closing Date shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability, and (iii) any sales, value-added and similar transaction-based Taxes (other than Transfer Taxes) shall be allocated to the portion of the Straddle Period based on a closing of the books and records as of the close of business the day before the Closing Date. The Parent Party that has the primary obligation to do so under applicable Law shall be liable for the proportionate amount of such taxes file any Tax Return that is attributable required to be filed in respect of Taxes described in this Section 9.06 and that Party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or any refund of Taxes received by Purchaser) is allocable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount or any such Taxes paid by Seller (or any refund of such taxes that Taxes received by Seller) is attributable allocable to the Post-Closing Tax Period. , Purchaser or Seller (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(das applicable) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide pay to the non-paying party drafts of all Tax Returns described in other Party such proportionate amount promptly after the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing payment of such Tax Return Taxes (including extensions), or such shorter period as is necessary to allow for the timely filing receipt of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensionsrefund), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. In the case of any Straddle Period, (i) All real property taxes (other than real estate Property Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect for the Pre-Closing Tax Period shall be equal to the Purchased Assets amount of such Property Taxes for the entire Straddle Period multiplied by a Straddle Tax Period (collectivelyfraction, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on numerator of which is the number of days of such taxable period included during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability and (ii) Property Taxes for the Post-Closing Tax Period shall be equal to the amount of such taxable period included Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Included Liability. The Parent party that has the primary obligation to do so under Applicable Law shall be liable for the proportionate amount of such taxes file any Tax Return that is attributable required to be filed in respect of Taxes described in this Section 7.6(a), and that party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Buyer (or any refund of Taxes received by Buyer) is allocable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount or any such Taxes paid by Seller (or any refund of such taxes that Taxes received by Seller) is attributable allocable to the Post-Closing Tax Period. , Buyer or Seller (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(das applicable) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide pay to the non-paying other party drafts of all Tax Returns described in such proportionate amount promptly after the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing payment of such Tax Return Taxes (including extensions), or such shorter period as is necessary to allow for the timely filing receipt of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensionsrefund), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. (i) All real property taxes (other than real estate Taxes referred If the Company is permitted, but not required, under applicable foreign, state or local Tax laws to in Section 4.20)treat the Closing Date as the last day of a taxable period, personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Tax Period (collectively, the “Apportioned Obligations”) such day shall be apportioned between treated as the Parent and the Purchaser based on the number last day of days of such a taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Parent shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Periodperiod. (ii) The Company Stockholders shall be entitled to all refunds, if any, attributable to Taxes for any Pre-Closing Tax Periods and Straddle Periods, to the extent related to the portion of such Taxable period ending on the Closing Date, other than refunds of (a) Taxes directly or indirectly paid by Buyer, except for (1) Taxes reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital and (2) Taxes for which the Company Stockholders have indemnified the Buyer; (b) Taxes reflected as assets or a reduction of liabilities on the Company’s Financial Statements and taken into account as assets or a reduction of liabilities in calculating Closing Working Capital; and (c) Taxes the refund of which would increase the Company’s or the Buyer’s Taxes in any period to the extent the Buyer is not indemnified by the Company Stockholders for such increased Taxes. The Buyer shall, if the Company Stockholders so request and at the Company Stockholders’ sole expense, reasonably cooperate with the Company Stockholders to obtain and expedite any claim for (and any receipt of) any refund to which the Company Stockholders are entitled under this section. (iii) All excisetransfer, documentary, sales, use, value addeduse stamp, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and other similar Taxes, levies, and any conveyance fees or recording charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall Agreement, will be borne paid equally by the Parent Buyer and the PurchaserCompany Stockholders when due. The PurchaserBuyer will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges and, if required by applicable law, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described Company Stockholders will join in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing execution of any such Tax ReturnReturns and other documentation. Any expenses incurred in making such Transfer Tax Returns filings shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed paid equally by the Independent Valuation Expert. If no such information is available from Buyer and the Independent Valuation ExpertCompany Stockholders. (iv) All powers of attorney, Tax sharing agreements or similar arrangements with respect to or involving the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days Company shall be terminated prior to the due date for Closing Date and, after the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax ReturnClosing Date, the non-paying party Company shall notify not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paidClosing Date.

Allocation of Certain Taxes. In the case of any Straddle Period, (i) All real property taxes (other than real estate Property Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to for the Purchased Assets for a Straddle Pre-Closing Tax Period (collectivelyequal the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on numerator of which is the number of days of such taxable period included during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and will be a Retained Liability and (ii) Property Taxes for the Post-Closing Tax Period equal the amount of such taxable period included Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and will be an Assumed Liability. The Parent party that has the primary obligation to do so under applicable Law shall be liable for the proportionate amount of such taxes file any Tax Return that is attributable required to be filed in respect of Taxes described in this Section 10.1(a), and that party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or any refund of Taxes received by Purchaser) is allocable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount or any such Taxes paid by Seller (or any refund of such taxes that Taxes received by Seller) is attributable allocable to the Post-Closing Tax Period. , Purchaser or Seller (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(das applicable) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide pay to the non-paying other party drafts of all Tax Returns described in such proportionate amount promptly after the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing payment of such Tax Return Taxes (including extensions), or such shorter period as is necessary to allow for the timely filing receipt of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensionsrefund), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. (i) All real property taxes (other than real estate Purchaser and Seller agree that if any of the 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 Seller shall treat such day as the last day of the taxable period. Any Income Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Tax Period (collectively, the “Apportioned Obligations”) shall be apportioned between Seller and Purchaser based on the Parent actual operations of the TFS Companies 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 (except that Income Taxes attributable to transactions or events occurring on the Closing Date shall be apportioned to the 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 other than Income Taxes ("Other Taxes") relating to a Straddle Period shall be apportioned between Purchaser and Seller based on the number of days during the portion of such taxable period included in occurring on and before the Pre-Closing Tax Period Date, and the number of days during such period occurring after the Closing Date and for purposes of Sections 13.2, 13.3, 13.4 and 13.6 each portion of such period shall be deemed to be a taxable period included (whether or not it is in fact a taxable period). To the Post-extent estimated Taxes have been paid prior to the Closing Tax Date with respect to a Straddle Period. The Parent , Seller's liability with respect thereto shall be liable for reduced by that amount; provided, further that if such payment of Taxes exceeds (or is less than) Seller's liability as calculated pursuant to this Section 13.4, Purchaser shall promptly pay Seller the proportionate amount of such taxes that is attributable to excess (or Seller shall promptly pay Purchaser the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable shortfall). Upon timely notice from Purchaser, Seller shall pay to Purchaser at least ten (10) days prior to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with date any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer payment for Taxes as described in this Section 4.11(d) shall be timely paid13.4 is due, and all applicable Tax Returns shall be filed, Seller's share of such Taxes as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under this Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid13.4.

Allocation of Certain Taxes. In the case of any Straddle Period, (i) All any real property taxes (other than real estate Taxes referred to in Section 4.20)property, personal property taxes property, ad valorem and similar ad valorem obligations levied with respect Taxes allocable to the Purchased Assets portion of such Straddle Period ending with the end of the day on the Closing Date shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a Straddle Tax Period (collectivelyfraction, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on numerator of which is the number of days of such taxable period included during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability and (ii) any real property, personal property, ad valorem and similar Taxes for the portion of such taxable period included Straddle Period beginning after the Closing Date shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability. The Parent party that has the primary obligation to do so under applicable Law shall be liable for the proportionate amount of such taxes file any Tax Return that is attributable required to be filed in respect of Taxes described in this Section 10.04 and that party shall pay the Taxes shown on such Tax Return. 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, and the Purchaser shall be liable for the proportionate amount or any such Taxes paid by Seller (or any refund of such taxes that is attributable Taxes received by Seller) are allocable to the Post-Closing Tax Period. , Buyer or Seller (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(das applicable) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide pay to the non-paying other party drafts of all Tax Returns described in such proportionate amount promptly after the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing payment of such Tax Return Taxes (including extensions), or such shorter period as is necessary to allow for the timely filing receipt of any such refund). To the extent Buyer receives any refunds with respect to any Taxes arising in a Pre-Closing Tax Return. Any Period, Buyer shall pay such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected refunds to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence Seller net of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have amounts owed to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paidBuyer under this Agreement.

Allocation of Certain Taxes. In the case of any Straddle Period, (i) All real property taxes all Taxes imposed on a periodic basis (other than real estate Taxes referred to for Real Property addressed in Section 4.202.07(f), personal property taxes and similar ad valorem obligations levied with respect ) for the Pre-Closing Tax Period shall be equal to the Purchased Assets amount of such Taxes for the entire Straddle Period multiplied by a Straddle Tax Period (collectivelyfraction, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on numerator of which is the number of days of such taxable period included during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Excluded Liability and (ii) Taxes for the Post-Closing Tax Period shall be equal to the amount of such taxable period included Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability. All other Taxes for a Straddle Period (other than Taxes for Real Property) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period as if such taxable period ends as of the close of business on the Closing Date. The Parent party that has the primary obligation to do so under applicable Law shall be liable for the proportionate amount of such taxes file any Tax Return that is attributable required to be filed in respect of Taxes described in this Section 6.15(b), and that party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Buyer (or any refund of Taxes received by Buyer) is allocable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount or any such Taxes paid by Seller (or any refund of such taxes that Taxes received by Seller) is attributable allocable to the Post-Closing Tax Period. , Buyer or Seller (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(das applicable) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide pay to the non-paying other party drafts of all Tax Returns described in such proportionate amount promptly after the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing payment of such Tax Return Taxes (including extensions), or such shorter period as is necessary to allow for the timely filing receipt of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensionsrefund), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. (i) All real property taxes (other than real estate Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a Straddle Tax Period (collectively, the “"Apportioned Obligations”") shall be apportioned between the Parent and the Purchaser based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Parent shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “"Transfer Taxes”") incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing of such Tax Return (including extensions), or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.

Allocation of Certain Taxes. (i) All real property taxes (other than real estate To the extent not otherwise provided in this Agreement, Seller shall be responsible for and shall promptly pay when due all Property Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Acquired Assets for a Straddle 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 Straddle Period, (collectivelyi) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on numerator of which is the number of days of such taxable period included during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period and (ii) Property Taxes for the portion of such taxable period included Straddle Period beginning after the Closing Date shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period after the Closing Date and the denominator of which is the number of days in the Post-Closing Tax entire Straddle Period. The Parent Seller shall be liable for the proportionate amount of such taxes Property Taxes that is attributable to the Pre-portion of such Straddle Period ending on the Closing Tax Period, Date and the Purchaser Buyer shall be liable for the proportionate amount of such taxes Property Taxes that is attributable to the Post-portion of such Straddle Period beginning after the Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Date. Upon receipt of any xxxx for such Property Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filedBuyer or Seller, as provided by applicable Law. The paying party applicable, shall provide present a statement to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement other setting forth the amount of reimbursement to which the paying party each is entitled under this Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, 8.6 together with appropriate such supporting information and schedules at least 30 calendar days prior evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the due date for the filing other within ten days after delivery of such Tax Return (including extensions), statement. In the event that Buyer or such shorter period as Seller makes any payment for which it is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from under this Section 8.6, the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying applicable party shall make such reimbursement promptly but in no event later than 30 calendar ten days after the filing presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such Tax Return. Any payment not made within such time shall bear interest at supporting evidence as is reasonably necessary to calculate the Applicable Rate for each day after the expiration amount of the 30 calendar days described in the preceding sentence until paidreimbursement.

Allocation of Certain Taxes. (a) Buyer and Seller agree that if Seller or Autopal 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, Buyer and Seller shall treat the Closing Date as the last day of a taxable period and make all applicable elections under such Tax Laws required to achieve such treatment. (b) Any Taxes for a Straddle Period shall be paid by Buyer to the relevant Taxing Authority, and the Taxes for that period shall be apportioned for purposes of Section 9.4 between Seller and Buyer based on the provisions of Section 9.5(c) hereof. (c) For purposes of this Agreement: (i) All real property taxes (other than real estate Seller shall retain all obligations and liabilities for Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect to the Purchased Transferred Assets and the Business related to any period (or portion thereof) that ends on or before the Closing Date (“Pre-Closing Period”); (ii) Buyer shall be responsible for all obligations and liabilities for Taxes related to any period (or portion thereof) that ends after the Closing Date; (iii) In the case of any income, sales or gross receipts (or similar) Taxes of Autopal that are payable with respect to a Straddle Tax Period (collectivelyPeriod, the “Apportioned Obligations”) portion of the Taxes relating to a Pre-Closing Period shall be apportioned between determined on the Parent basis of a closing of the books and records of Autopal as of the Purchaser based on Closing Date. (iv) In the case of any Taxes with respect to the Transferred Assets of the Business (including Taxes other than income, sales, gross receipts, or similar Taxes of Autopal) that are payable with respect to a Straddle Period: (A) the portion of Taxes relating to a Pre-Closing Period shall be equal to the product of all Taxes that are payable with respect to a Straddle Period multiplied by a fraction the numerator of which is the number of days of such in the taxable period included in from the Pre-commencement of the period through and including the Closing Tax Period Date and the denominator of which is the number of days of such taxable period included in the Post-Closing Tax Straddle Period. The Parent ; except that, (B) appropriate adjustments shall be liable for the proportionate amount of such taxes made to reflect specific events that is attributable to the Pre-Closing Tax Period, can be identified and the Purchaser shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(d) shall be timely paid, and all applicable Tax Returns shall be filed, allocated as provided by applicable Law. The paying party shall provide to the non-paying party drafts of all Tax Returns described in the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days occurring on or prior to the due date for the filing of such Tax Return (including extensions), Closing Date or such shorter period as is necessary to allow for the timely filing of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensions), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days occurring after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paidClosing Date.

Allocation of Certain Taxes. In the case of any Straddle Period, (ia) All real property taxes (other than real estate Property Taxes referred to in Section 4.20), personal property taxes and similar ad valorem obligations levied with respect for the Pre-Closing Tax Period shall be equal to the Purchased Assets amount of such Property Taxes for the entire Straddle Period multiplied by a Straddle Tax Period (collectivelyfraction, the “Apportioned Obligations”) shall be apportioned between the Parent and the Purchaser based on numerator of which is the number of days of such taxable period included during the Straddle Period that is in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be a Retained Liability, and (b) Property Taxes for the Post-Closing Tax Period shall be equal to the amount of such taxable period included Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is in the Post-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and shall be an Assumed Liability. The Parent party that has the primary obligation to do so 101951134.15 under Applicable Law shall be liable for the proportionate amount of such taxes file any Tax Return that is attributable required to be filed in respect of Taxes described in this Section 9.01, and such party shall pay the Taxes shown on such Tax Return. To the extent any such Taxes paid by Purchaser (or any refund of Taxes received by Purchaser) is allocable to the Pre-Closing Tax Period, and the Purchaser shall be liable for the proportionate amount or any such Taxes paid by Seller (or any refund of such taxes that Taxes received by Seller) is attributable allocable to the Post-Closing Tax Period. , Purchaser or Seller (ii) All excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, franchise, property, transfer and similar Taxes, levies, charges and fees (collectively, “Transfer Taxes”) incurred in connection with the transactions contemplated by this Agreement shall be borne equally by the Parent and the Purchaser. The Purchaser, the Parent and the Sellers shall cooperate in providing each other with any appropriate resale exemption certifications and other similar documentation. (iii) Apportioned Obligations and Transfer Taxes described in this Section 4.11(das applicable) shall be timely paid, and all applicable Tax Returns shall be filed, as provided by applicable Law. The paying party shall provide pay to the non-paying other party drafts of all Tax Returns described in such proportionate amount promptly after the preceding sentence and a statement setting forth the amount of reimbursement to which the paying party is entitled under Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be, together with appropriate supporting information and schedules at least 30 calendar days prior to the due date for the filing payment of such Tax Return Taxes (including extensions), or such shorter period as is necessary to allow for the timely filing receipt of any such Tax Return. Any such Transfer Tax Returns shall reflect any valuations available from the Independent Valuation Expert or, if a valuation is not available, the practices and methodologies expected to be employed by the Independent Valuation Expert. If no such information is available from the Independent Valuation Expert, the parties will agree upon a reasonable methodology for determining the valuations necessary for preparing such Tax Returns. At least 15 calendar days prior to the due date for the filing of such Tax Returns (including extensionsrefund), or such shorter period as is necessary to allow for the timely filing of such Tax Return, the non-paying party shall notify the paying party of the existence of any objection (specifying in reasonable detail the nature and basis of such objection) the non-paying party may have to any items set forth on such draft Tax Return. The paying party and the non-paying party agree to consult and resolve in good faith any such objection. Upon earlier of the resolution of such objection, if any, or the expiration of the fifteen days without objection from the non-paying party, the paying party may file the Tax Return. The paying party shall be entitled to reimbursement from the non-paying party in accordance with Section 4.11(d)(i) and Section 4.11(d)(ii), as the case may be. The non-paying party shall make such reimbursement promptly but in no event later than 30 calendar days after the filing of such Tax Return. Any payment not made within such time shall bear interest at the Applicable Rate for each day after the expiration of the 30 calendar days described in the preceding sentence until paid.