Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership REIT is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) i. in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) . in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining this Agreement, if any Tax (or Tax refund) relates to a period that begins on or before and ends after the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) Date, the parties agree to Parties shall use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except conventions for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, determining the portion of such Tax (or Tax refund) that is attributable relates to the portion of the Straddle a Pre-Closing Tax Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the that relates to a Post-Closing Date using the following conventions: Tax Period: (ia) in the case of such property Taxes resulting fromand other similar Taxes imposed on a periodic basis, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire Straddle Period multiplied period by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle period, and the remaining amount of such Taxes (or Tax refunds) shall be attributable to the Post-Closing Tax Period; and (b) in the case of all other Taxes (including income Taxes, employment Taxes and sales and use Taxes), the amount of Taxes (or Tax refunds) attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of the Taxes (or Tax refunds) for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (1b), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period period ending on the Closing Date based on the relative number of days mechanics set forth in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodclause (a) for periodic Taxes.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1A) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2B) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i1) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii2) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5)hereunder, for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i3) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii4) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes Except as provided in Section 2.2 (Allocation of determining Deconsolidation Taxes, Distribution Taxes and Transfer Taxes), Taxes shall be allocated as follows: (a) Networks shall be liable for and shall be allocated (i) any Taxes attributable to members of the Networks Group for all periods, (ii) any Taxes attributable to members of the Spinco Group for any Pre-Distribution Period, other than the Taxes listed on Schedule D, and (iii) any Taxes listed on Schedule D to the extent that the amount of such Taxes that relate is less than or equal to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:amount listed on Schedule D. (1b) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date Spinco shall be treated as occurring prior liable for and shall be allocated (i) any Taxes attributable to members of the Spinco Group for any Post-Distribution Period, and (ii) any Taxes listed on Schedule D to the Closing Date;extent that the amount of such Taxes is in excess of the amount listed on Schedule D. (2c) Except for Taxes for which In applying the Operating Partnership is responsible hereunder provisions of Sections 2.1(a) and for real estate taxes 2.1(b) (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable but subject to the portion provisions of the Section 2.2): (i) Any Taxes, other than Periodic Taxes, in respect of a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Pre-Distribution Period and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending Post-Distribution Period on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items basis by assuming that the books of such Tax Return; and (ii) the members of the Networks Group and the members of the Spinco Group were closed on the Distribution Date. Any Periodic Taxes in the case respect of all other such Taxes, the amount a Straddle Period shall be allocated to the portion of the period ending on the Closing Date shall Pre-Distribution Period in an amount equal to the amount of such Periodic Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Distribution Date and the denominator of which is the number of calendar days in the entire period. The portion of any Periodic Taxes in respect of a Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and Period not allocated to the effects of graduated rates) Pre-Distribution Period shall be allocated to the portion Post-Distribution Period. For the avoidance of doubt, if a Party has prepaid Periodic Taxes that are allocated to the other Party under any provisions of this Agreement, the second Party shall reimburse the first Party to the extent so allocated. (ii) Taxes attributable to any transaction or action taken by or with respect to any member of the Straddle Period ending Spinco Group before the Effective Time on the Closing Distribution Date based shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group after the Effective Time on the relative number of days in such portion of the Straddle Period as compared Distribution Date shall be allocated to the number of days in the entire Straddle Post-Distribution Period. (iii) In determining the allocation of any Escheat Liability, the liability shall be allocated to the Party whose Group members actually hold (or are required to hold) the property subject to the Escheat Liability at the time a payment or remittance in respect of such liability is required to be made to the applicable governmental entity.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b(i) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable All ad valorem obligations levied with respect to the Purchased Assets for any Straddle PeriodPeriod (collectively, the portion “Apportioned Obligations”) shall be apportioned between Sellers, on the one hand, and Buyer, on the other, on a per diem basis. Sellers shall be jointly and severally liable for the proportionate amount of such Tax Apportioned Obligations that is attributable to the portion Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post-Closing Tax Period. (ii) All Taxes levied with respect to the Purchased Assets (other than the Apportioned Obligations) for any Straddle Period ending on the Closing Date (“Other Taxes”) shall be allocated between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventions: Tax Period as follows: (i) in the case of Taxes other than income Taxes (however denominated), sales and use Taxes, value added Taxes and withholding Taxes, such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed allocated on a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and per diem basis, and (ii) in the case of all other such income Taxes (however denominated), sales and use Taxes, value added Taxes and withholding Taxes, such Taxes shall be allocated based on the amount assumption that the taxable period ended on the Closing Date. The Sellers shall be liable for all Other Taxes allocated to the portion of Purchased Assets for the period ending on Pre-Closing Tax Period, and the Closing Date Buyer shall equal be liable for all Other Taxes allocable to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Post-Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Tax Period.

Allocation of Taxes. For purposes of determining the amount of Except as provided in Section 2.2, Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventionsshall be allocated as follows: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date MSG Entertainment shall be treated as occurring prior liable for and shall be allocated (i) any Taxes attributable to members of the MSG Entertainment Group for all periods, and (ii) any Income Taxes attributable to members of the Spinco Group for any Pre-Distribution Period. (b) Spinco shall be liable for and shall be allocated (i) any Taxes attributable to members of the Spinco Group for any Post-Distribution Period, and (ii) any Non-Income Taxes attributable to members of the Spinco-Group for any Pre-Distribution Period. (c) In applying the provisions of Sections 2.1(a) and 2.1(b) (but subject to the Closing Date;provisions of Section 2.2): (2i) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5)Any Taxes, for all Taxes that are payable with other than Periodic Taxes, in respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Pre-Distribution Period and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending Post-Distribution Period on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items basis by assuming that the books of such Tax Return; andthe members of the MSG Entertainment Group and the members of the Spinco Group were closed on the Distribution Date. For purposes of the foregoing, depreciation and amortization deductions with respect to property placed in service after the Distribution Date shall be allocated to the Post-Distribution Period, and all other depreciation and amortization deductions shall be allocated on a per diem basis. (ii) Any Periodic Taxes in the case respect of all other such Taxes, the amount a Straddle Period shall be allocated to the portion of the period ending on the Closing Date shall Pre-Distribution Period in an amount equal to the amount of such Periodic Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Distribution Date and the denominator of which is the number of calendar days in the entire period. The portion of any Periodic Taxes in respect of a Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and Period not allocated to the effects of graduated rates) Pre-Distribution Period shall be allocated to the portion Post-Distribution Period. For the avoidance of doubt, if a Party has prepaid Periodic Taxes that are allocated to the other Party under any provisions of this Agreement, the second Party shall reimburse the first Party to the extent so allocated. (iii) Taxes attributable to any transaction or action taken by or with respect to any member of the Straddle Period ending Spinco Group before the Effective Time on the Closing Distribution Date based shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group after the Effective Time on the relative number of days in such portion of the Straddle Period as compared Distribution Date shall be allocated to the number of days in the entire Straddle Post-Distribution Period. (iv) In determining the allocation of any Escheat Liability, the liability shall be allocated to the Party whose Group members actually hold (or are required to hold) the property subject to the Escheat Liability at the time a payment or remittance in respect of such liability is required to be made to the applicable governmental entity.

Allocation of Taxes. For purposes of determining the amount of Except as provided in Section 2.2, Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventionsshall be allocated as follows: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date MSG shall be treated as occurring prior liable for and shall be allocated (i) any Taxes attributable to members of the MSG Group for all periods, and (ii) any Income Taxes attributable to members of the Spinco Group for any Pre-Distribution Period. (b) Spinco shall be liable for and shall be allocated (i) any Taxes attributable to members of the Spinco Group for any Post-Distribution Period, and (ii) any Non-Income Taxes attributable to members of the Spinco-Group for any Pre-Distribution Period. (c) In applying the provisions of Sections 2.1(a) and 2.1(b) (but subject to the Closing Date;provisions of Section 2.2): (2i) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5)Any Taxes, for all Taxes that are payable with other than Periodic Taxes, in respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Pre-Distribution Period and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending Post-Distribution Period on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items basis by assuming that the books of such Tax Return; andthe members of the MSG Group and the members of the Spinco Group were closed on the Distribution Date. For purposes of the foregoing, depreciation and amortization deductions with respect to property placed in service after the Distribution Date shall be allocated to the Post-Distribution Period, and all other depreciation and amortization deductions shall be allocated on a per diem basis. (ii) Any Periodic Taxes in the case respect of all other such Taxes, the amount a Straddle Period shall be allocated to the portion of the period ending on the Closing Date shall Pre-Distribution Period in an amount equal to the amount of such Periodic Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Distribution Date and the denominator of which is the number of calendar days in the entire period. The portion of any Periodic Taxes in respect of a Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and Period not allocated to the effects of graduated rates) Pre-Distribution Period shall be allocated to the portion Post-Distribution Period. For the avoidance of doubt, if a Party has prepaid Periodic Taxes that are allocated to the other Party under any provisions of this Agreement, the second Party shall reimburse the first Party to the extent so allocated. (iii) Taxes attributable to any transaction or action taken by or with respect to any member of the Straddle Period ending Spinco Group before the Effective Time on the Closing Distribution Date based shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group after the Effective Time on the relative number of days in such portion of the Straddle Period as compared Distribution Date shall be allocated to the number of days in the entire Straddle Post-Distribution Period. (iv) In determining the allocation of any Escheat Liability, the liability shall be allocated to the Party whose Group members actually hold (or are required to hold) the property subject to the Escheat Liability at the time a payment or remittance in respect of such liability is required to be made to the applicable governmental entity.

Allocation of Taxes. For purposes of determining Except as otherwise provided in Section 4.4 hereof relating to Transfer Taxes, the amount of Seller shall be responsible for and shall promptly pay when due all Taxes that relate levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Period. All Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable levied with respect to the Purchased Assets for any Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventionsas follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (1)any Tax based upon or related to income or receipts, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) portion allocable to the Pre-Closing Tax Period shall be allocated deemed equal to the portion of amount which would be payable if the relevant Straddle Period ending ended on the Closing Date based Date. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Acquiror, on one hand, and the Seller, on the relative number of days in such portion of the Straddle Period as compared other hand, shall present a statement to the number other setting forth the amount of reimbursement to which each is entitled under this Section 8.12 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that the Acquiror or the Seller shall make any payment for which it is entitled to reimbursement under this Section 8.12, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the entire Straddle Periodpresentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Allocation of Taxes. For purposes of determining (a) In the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes case of any obligation to indemnify Tax that is imposed on a periodic basis and is payable for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts a period that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued begins on or before the Closing Date shall be treated as occurring prior to and ends after the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between allocable to the portion of the period ending at the end of the day on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: shall (i) in the case of such any Taxes, other than income Taxes resulting fromand Taxes based upon or related to receipts, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated be deemed to the portion of the period ending on the Closing Date shall be in the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period period, multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodperiod, and (ii) in the case of any income Taxes and Taxes based upon or related to receipts, be deemed equal to the amount which would be payable if the taxable year ended at the end of the day on the Closing Date. For purposes of Any refunds for such a period shall be prorated, based upon the method employed in clause (1)i) or (ii) of the preceding sentence, any item determined on an annual or periodic basis as applicable. Clause (i) of the second preceding sentence shall be applied with respect to Taxes, if any, for such period relating to capital (including amortization net worth or long-term debt) or intangibles by reference to the level of such items on the Closing Date. (b) The portion of any Taxes that are imposed on a periodic basis, payable for a period that begins on or before the Closing Date and depreciation deductions ends after the Closing Date and not allocable to the effects portion of graduated ratessuch period ending on the Closing Date pursuant to Section 10.3(a) shall be allocated allocable to the portion of the Straddle Period ending on period beginning after the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodDate.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods Periods, and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) 12.1, the parties agree to use the following conventions: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Initial Closing Date but that relate to Taxes that accrued on or before the Initial Closing Date shall be treated as occurring prior to the Initial Closing Date; (2b) Except for Transfer Taxes and any other Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.59.1), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Initial Closing Date shall be allocated between the portion of the period ending on the Initial Closing Date and the portion of the period beginning after the Initial Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Initial Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Initial Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Initial Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Initial Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Initial Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b(i) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable All ad valorem obligations levied with respect to the Purchased Assets for any Straddle PeriodPeriod (each an “Apportioned Obligation” and collectively, the portion “Apportioned Obligations”) shall be apportioned between Seller, on the one hand, and Buyer, on the other, on a per diem basis. Seller shall be liable for the proportionate amount of such Tax Apportioned Obligations that is attributable to the portion Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Apportioned Obligations that is attributable to the Post-Closing Tax Period. (ii) All Taxes levied with respect to the Purchased Assets (other than the Apportioned Obligations) for any Straddle Period ending on the Closing Date (“Other Taxes”) shall be allocated between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventions: Tax Period as follows: (i) in the case of Taxes other than income Taxes (however denominated), sales and use Taxes, value added Taxes and withholding Taxes, such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed allocated on a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and per diem basis, and (ii) in the case of all other such income Taxes (however denominated), sales and use Taxes, value added Taxes and withholding Taxes, such Taxes shall be allocated based on the amount assumption that the taxable period ended on the day immediately before the Closing Date. Seller shall be liable for all Other Taxes allocated to the portion of Purchased Assets for the period ending on Pre-Closing Tax Period, and the Closing Date Buyer shall equal be liable for all Other Taxes allocable to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Post-Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Tax Period.

Allocation of Taxes. For purposes Except as otherwise provided in Section 7.5 hereof relating to Transfer Taxes, Seller shall be responsible for and shall promptly pay when due all Taxes levied with respect to the Membership Interests and the assets of determining the amount of Taxes that relate Property Entities attributable to Pre-Closing any Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued period ending on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the respective Closing Date and the portion of any Straddle Period (as hereinafter defined) ending on such Closing Date (a “Pre-Closing Tax Period”). All Taxes levied with respect to the Membership Interests and the assets of the Property Entities for any Tax period beginning before and ending after the respective Closing Date (a “Straddle Period”) shall be apportioned between the Pre-Closing Tax Period and any Tax period beginning after the such Closing Date using the following conventionsand that portion of any Straddle Period beginning after such Closing Date (a “Post-Closing Tax Period”), as follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the respective Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the respective Closing Date. For purposes Upon receipt of clause any bxxx for such Taxes relating to the Membership Interests or the assets of the Property Entities, Purchaser, on one hand, and Seller, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.19 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (1)10) days after delivery of such statement. In the event that Purchaser or Seller shall make any payment for which it is entitled to reimbursement under this Section 9.19, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Notwithstanding the foregoing, Purchaser shall not be liable and Seller shall indemnify and hold Purchaser harmless for (i) any item determined on an annual Taxes of Seller or periodic basis (including amortization and depreciation deductions the Property Entities levied with respect to the Membership Interests and the effects of graduated rates) shall be allocated to the portion assets of the Straddle Period ending on the Property Entities attributable to Pre-Closing Date based on the relative number Tax Periods, or (ii) any other Taxes of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodSeller for any period.

Allocation of Taxes. For purposes of determining All property taxes and similar ad valorem obligations levied with respect to the amount of Taxes Purchased Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Seller and Purchaser as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.04(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within thirty (30) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any bill xxx personal property taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bill xx Purchaser who shall pay the same to the appropriate taxing authority, provided that if such bill xxxers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such bill xxxt is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 7.04(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 7.04(b) and not made within thirty (30) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) 8.1, the parties agree to use the following conventions: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the applicable Closing Date but that relate to Taxes that accrued on or before the applicable Closing Date shall be treated as occurring prior to the such Closing Date; (2b) Except for Transfer Taxes and any other Taxes for which the Operating Partnership is LATA Parties are responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.52.2), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the applicable Closing Date shall be allocated between the portion of the period ending on the such Closing Date and the portion of the period beginning after the such Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining All real and personal property Taxes and similar ad valorem obligations levied with respect to the amount of Taxes Acquired Assets for a Straddle Period shall, to the extent that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that Buyers are actually incurred, accrued, assessed or similarly charged on or responsible therefor after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall Date, be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Willtek Group and the portion Buyers as of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Post-Closing Tax Period. The Willtek Group shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, the Willtek Group and the Buyers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3 for the Straddle Period, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group shall notify the Buyers upon receipt of any xxxx for personal property taxes relating to the Acquired Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Buyers, and the Buyers shall pay the same to the appropriate Tax Authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group shall also remit to the Buyers prior to the due date of assessment, payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group or the Buyers shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. The foregoing shall apply, but not be limited to, that circumstance where liability is imposed on the Buyers for Taxes of the Business pertaining to the Pre-closing Period based on Section 75 of the German General Tax Code (Abgabenordnung) or any comparable national equivalent applicable in any other jurisdiction. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%) percent until paid.

Allocation of Taxes. For purposes of determining To the amount of extent not allocated in this Agreement, the Sellers shall be responsible for and shall promptly pay when due all Taxes that relate levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Period. All Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable levied against Sellers with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of Purchased Assets for the Straddle Period ending on the Closing Date shall be allocated apportioned between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventions: Tax Period, as follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (1)any Tax based upon or related to income or receipts, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) portion allocable to the Pre-Closing Tax Period shall be allocated deemed equal to the portion of amount which would be payable if the relevant Straddle Period ending ended on the Closing Date based on Date. The Sellers shall be liable for the relative number proportionate amount of days in such portion of the Straddle Period as compared Taxes attributable to the number Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Buyer and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 9.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that the Buyer or the Sellers shall make any payment for which it is entitled to reimbursement under this Section 9.2, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the entire Straddle Periodpresentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement.

Allocation of Taxes. For purposes of determining Seller shall pay or cause to be paid, directly to the amount of taxing authority, all ad valorem or similar real and personal property taxes assessed on the Real Property Interests and Equipment, as applicable (“Real and Personal Property Taxes”), with respect to all periods before the fiscal tax year during which the Closing occurs (the “Current Tax Year”). Buyer shall pay or cause to be paid directly to the taxing authority all Real and Personal Property Taxes that relate assessed with respect to Pre-Closing any period after the Current Tax Periods and Straddle Periods for purposes of any obligation Year. Seller agrees to indemnify and hold Buyer harmless for all Taxes under Section 4.2(barising out of, accruing, incident, relating to, or in connection with Seller or Seller’s Affiliates’ failure to pay Taxes attributable or allocable to the Purchased Assets (excluding any sales or transfer Taxes to the extent arising from the sale and purchase of the Purchased Assets) the parties agree attributable to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring accruing during periods prior to the Closing Date; (2) Except for . 50 The Parties shall each pay a share of any Real and Personal Property Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion Current Tax Year as follows: each Party’s share of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date taxes shall be the amount of Tax that would be payable for such portion fraction of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative total number of days in such portion fiscal tax year that such Party owned the Purchased Assets, as applicable with, for the avoidance of doubt, Buyer treated as owning the Straddle Period as compared Purchased Assets on and after the Closing Date. At Closing, Seller shall issue Buyer a credit or charge to the number Purchase Price based on Seller’s estimated share of current year taxes, real or personal, reduced by any property taxes paid by Seller prior to closing. All tax bills received after closing will be paid by Buyer directly to the taxing authorities prior to any delinquency date. Any tax bills received by Seller shall be promptly forwarded to Buyer for payment. Within thirty (30) days in after receiving all tax bills related to the entire Straddle Periodcurrent tax year, Buyer shall determine the total amount of actual taxes paid directly to taxing authorities by both Buyer and Seller and shall calculate Seller’s share according to this Section 11.

Allocation of Taxes. For purposes To the extent permissible under applicable Laws, the Parties agree to elect (and have each Group Company elect) to have each Tax year of each Group Company to end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that each Group Company is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes that relate attributable to Pre-Closing Tax Periods and the portion of the Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged Period ending on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; : (2i) Except for in the case of property Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all other similar Taxes that are payable with respect to any Straddle Periodimposed on a periodic basis, the portion of such Tax that is amount attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between equal the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. ; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes, etc.), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if each Group Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (1ii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; (B) any Transaction Deduction shall be attributed to the portion of the Straddle Period ending on the Closing Date, to the fullest extent permitted by applicable Law; and (C) any item (or Tax) resulting from a Parent Closing Date Transaction shall be attributed to the portion of the Straddle Period beginning after the Closing Date. For the avoidance of doubt, for purposes of allocating amounts required to be included by Parent or any Group Company in income under Section 951(a) or 951A of the Code with respect to any Straddle Period of a foreign Group Company, the taxable 18204139.13 227114-1002218204139.10 PG-170-2 year of the relevant foreign Group Company giving rise to the income required to be included shall be deemed to close on the Closing Date in the same manner as described above.

Allocation of Taxes. For purposes of determining All personal property taxes and similar ad valorem obligations levied with respect to the amount of Taxes Transferred Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Sellers and Buyer as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Period as compared period on and prior to the Closing Date (“Pre-Closing Tax Period”) and the number of days of such taxable period included in the entire Straddle period commencing after the Closing Date (the “Post-Closing Tax Period”). Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Sellers and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Sellers shall notify Buyer upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Buyer, and Buyer shall pay the same to the appropriate taxing authority; provided, however, that if such xxxx covers any part of the Pre-Closing Tax Period, Sellers shall also remit to Buyer prior to the due date of assessment payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that Sellers or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2i) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes as otherwise provided in subparagraph (apportioned pursuant to Section 1.5ii), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Company for a Straddle Period ending on the Closing Date shall be allocated apportioned between the portion of the period ending on the Closing Date (and apportioned within such period between the portion of such period ending on the date preceding the Pre-Closing Restructuring and the portion that follows) and the portion of the period beginning after commencing on the day immediately following the Closing Date, based on the actual operations of the Company, as the case may be, by a closing of the books of the Company, as if the Closing Date using were the following conventions: (i) in the case end of a Tax year, and each such 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 resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments attributable to the two portions of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts a taxable period pursuant to this Section 5.17 (including, without limitation, dividends, interest, or wagesc)(i), the amount of any item that is taken into account only once for each taxable period shall be allocated between the two portions of the period in proportion to the number of days in each portion; and (ii) All Taxes with respect to the Company for a Straddle Period that are based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal property or similar ad valorem Taxes, the portion of such Tax which relates to the portion of the such taxable period ending on the Closing Date shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the taxable period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause taxable period (1)and, any item determined on an annual or periodic basis (including amortization and depreciation deductions and to the effects of graduated rates) shall be allocated to extent relevant, pro rata within the portion of the Straddle Period such period ending on the Closing Date based between the portion of such period ending on the relative number of days in such date preceding the Pre-Closing Restructuring and the portion of the Straddle Period as compared to the number of days in the entire Straddle Periodthat follows).

Allocation of Taxes. (a) Seller shall be allocated and bear (i) all Asset Taxes attributable to any Tax period ending prior to the Effective Date, and (ii) all Asset Taxes attributable to the portion of any Straddle Period ending immediately prior to the Effective Date; provided, however, with respect to both clauses (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties and sold during the period up to but excluding the Effective Date, if the amount earned from the sale is not received by Seller prior to the Cut-Off Date. Purchaser shall be allocated and bear (A) all Asset Taxes attributable to any Tax period beginning on or after the Effective Date, and (B) all Asset Taxes attributable to the portion of any Straddle Period beginning on the Effective Date,; provided, however, that Seller (not Purchaser) shall be allocated and bear the portion, if any, of any such Taxes that consist of penalties, interest or additions to tax to the extent attributable to a breach by Seller of the representations set forth in Section 4.3. (b) For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under allocations described in Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.59.1(a), for all (i) Asset Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion severance or production of Hydrocarbons (other than such Asset Taxes described in clause (iii) below) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Taxes that are imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)), shall be allocated to the period in which the transaction giving rise to such Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period ending on the Closing Date shall be allocated between the portion of such Straddle Period ending immediately prior to the period ending on the Closing Effective Date and the portion of the period such Straddle Period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Effective Date shall be the amount of by prorating each such Asset Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending based on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of applicable Straddle Period that occur before the period ending Effective Date, on the Closing Date one hand, and the denominator of which is the number of calendar days in such Straddle Period that occur on or after the entire Straddle PeriodEffective Date, on the other hand. For purposes of clause (1)iii) of the preceding sentence, any item determined the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date. (c) To the extent the actual amount of a Tax is not determinable at the time an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated adjustment to the portion Purchase Price is to be made with respect to such Tax pursuant to Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating the amount of such Tax for purposes of such adjustment. To the Straddle Period ending on extent the Closing Date based on actual amount of a Tax (or the relative number of days amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in such portion of the Straddle Period as compared final Purchase Price, timely payments will be made from one Party to the number other to the extent necessary to cause each Party to bear the amount of days in the entire Straddle Periodsuch Tax that is allocable to such Party under this Section 9.1.

Allocation of Taxes. For Purchaser and the Sellers shall, to the extent permitted by applicable Law (or to the extent applicable Law does not so require), elect with the relevant Taxing Authority to treat for all purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date as the last day of a taxable period of each of CHC, any Acquired Entity, any Fund Entity and their respective Subsidiaries (including any such entity that is treated as a partnership for U.S. federal income tax purposes). If applicable Law does not require or permit the Parties to close any federal state, local or foreign Tax period of each of CHC, any Acquired Entity, any Fund Entity and their respective Subsidiaries as of the Closing Date, or for any other taxable period of such entity that includes, but that relate to does not end on, the Closing Date (any of the foregoing, a “Straddle Period”), the allocation of Taxes that accrued as between the portion of such Straddle Period ending on or before and including the Closing Date and the portion of such Straddle Period beginning after the Closing Date shall be treated made as occurring prior to follows: (i) in the Closing Date; case of Taxes based upon income, gross receipts (2such as sales Taxes) Except for or specific transactions involving Taxes for which other than Taxes based upon income or gross receipts, the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all amount of Taxes that are payable with respect attributable to any Straddle Period, Period shall be determined by closing the books of such Acquired Entity as of the close of business on the Closing Date and by treating the portion of such Tax Straddle Period ending on and including the Closing Date and the portion beginning after the Closing Date as, respectively, separate taxable years (provided that is attributable any exemptions, allowances or deductions that are calculated on an annual basis (including but not limited to depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period ending after the Closing Date in proportion to the number of days in each such period); and (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes shall be allocable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on and including the Closing Date and the portion of the period Straddle Period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number a pro ration of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods Periods, and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) 8.1, the parties agree to use the following conventions: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2b) Except for Transfer Taxes and any other Taxes for which the Operating Partnership Purchaser is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.52.2), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods (a) All personal property taxes and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable similar ad valorem obligations levied with respect to any Straddle Period, the portion of such Tax Canadian ProTurf Assets that is attributable to accrue during the portion of the Straddle Period ending Sellers' taxable period that ends on the Closing Date shall be allocated between the portion of the period ending on the Closing Date paid by Sellers. All personal property taxes and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated similar ad valorem obligations levied with respect to the portion of the Canadian ProTurf Assets that accrue during Buyer's taxable period ending on that begins after the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return paid by Buyer. All personal property taxes and similar ad valorem obligations levied with respect to such Taxes or Taxes solely the Canadian ProTurf Assets that accrue for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and taxable period which includes (iibut does not end on) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending be apportioned between Sellers, on the Closing Date one hand, and Buyer, on the denominator other, as of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Period as compared to pre-Closing tax period and the number of days of such taxable period included in the entire Straddle Periodpost-Closing tax period. Sellers shall be liable for the proportionate amount of such taxes that is attributable to the pre-Closing tax period. Within 180 days after the Closing Date, Sellers and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 10.02 together with such supporting evidence as is reasonably necessary to calculate any allocated amount. The allocated amount shall be paid by the party or parties owing it to the other(s) within 10 days after delivery of such statement. Thereafter, Sellers shall notify Buyer upon receipt of any bill xxx personal property taxes relating to the Canadian ProTurf Assets, part or all of which are attributable to the post-Closing tax period, and shall promptly deliver such bill xx Buyer who shall pay the same to the appropriate taxing authority, PROVIDED, that if such bill xxxers the pre-Closing tax period, Sellers shall also remit prior to the due date of assessment to Buyer payment for the proportionate amount of such bill xxxt is attributable to the pre-Closing tax period. In the event that either Sellers, on the one hand, or Buyer, on the other, shall thereafter make a payment for which it is entitled to reimbursement under this Section 10.02, the other party or parties shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and not made within 10 days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the U.S. Internal Revenue Code of 1986, as amended, for each day until paid.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate (a) Except as provided in Section 4.6(c), CE shall be responsible for and shall defend, hold harmless and indemnify Smitx xxx Wilsxx xxxh respect to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged all taxes imposed on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax CE Acquired Business that is are attributable to any taxable period or transaction at and before the portion of the Straddle Period ending Effective Time. Smitx xxx Wilsxx xxxll be responsible for all taxes assessable against Smitx xxx Wilsxx, respectively, imposed on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to the CE Acquired Assets and the CE Acquired Business that are attributable to any taxable period or transaction after the Effective Time. (b) CE agrees to furnish to Smitx xxx Wilsxx, xxon request, as promptly as practicable, such Taxes or Taxes solely information and assistance relating to the CE Acquired Assets as is reasonably necessary for the portion filing of its Tax Returns, and making of any election related to taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax Return. Each of the Straddle Period ending on parties hereto shall cooperate with each other in the Closing Date using a “closing conduct of any audit or other proceeding related to taxes involving the CE Acquired Assets and shall execute and deliver such other documents as are reasonably necessary to carry out the intent of this Section 4.6(b). (c) Real, personal property and ad valorem taxes imposed for taxable periods that include the Effective Time relating to property being transferred to Smitx xx CE pursuant to the terms of this Agreement shall be prorated between CE and Smitx, xx of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending Effective Time based on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction ratio the numerator of which is the number of calendar days in within the portion of taxable period preceding the period ending on the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire Straddle Periodtaxable period. For purposes Aggregate amounts allocated to CE pursuant to this proration shall be reduced by the CE Assumed Liabilities for property taxes. To the extent aggregate allocated tax exceeds the CE Assumed Liabilities, CE shall promptly pay Smitx xx amount equal to the excess. To the extent the CE Assumed Liabilities exceed the aggregate allocated tax, Smitx xxxll promptly pay CE an amount equal to the excess. (d) To the extent liabilities for taxes are included as CE Assumed Liabilities, Smitx xx Wilsxx xxxl make payments to the appropriate taxing authorities on behalf of clause CE at the direction of CE (1except with respect to property taxes in which case Smitx xx Wilsxx will make payments therefor even if such taxes have not been fully accrued for in the CE Assumed Liabilities). Neither Smitx xxx Wilsxx will make any payments in respect of tax obligations of CE in excess of the liability amounts assumed (other than with respect to property taxes). If within 360 days after the Closing Date, any item determined on liabilities for taxes, other than property taxes, included as CE Assumed Liabilities have not been paid, Smitx xx Wilsxx xxxl promptly pay CE an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated amount in cash equal to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodunpaid liability.

Allocation of Taxes. For purposes Except for Taxes included in the calculation of determining Closing Net Working Capital (“Included Taxes”), Seller shall be responsible for and shall promptly pay when due all Taxes levied with respect to the amount of Taxes that relate Company, its business, its assets or the Membership Interests attributable to any Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Period. All Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable levied with respect to the Company, its business, its assets or the Membership Interests for any Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventionsas follows: (i) in the case of any such Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of [*] Certain information on this page has been redacted and filed separately with the Straddle Period if such Person filed a separate Tax Return Securities and Exchange Commission. Confidential treatment has been requested with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such omitted portions. Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes ; and (ii) in the case of clause (1)any such Tax based upon or related to income or receipts, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) portion allocable to the Pre-Closing Tax Period shall be allocated deemed equal to the portion of amount which would be payable if the relevant Straddle Period ending ended on the Closing Date based Date. Upon receipt of any xxxx for such Taxes relating to the Company, its business, its assets or the Membership Interests, Purchaser, on one hand, and Seller, on the relative number of days in such portion of the Straddle Period as compared other hand, shall present a statement to the number other setting forth the amount of reimbursement to which each is entitled under this Section 5.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that Purchaser or Seller shall make any payment for which it is entitled to reimbursement under this Section 5.6, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the entire Straddle Periodpresentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Notwithstanding the foregoing, no Seller Indemnitee shall be liable for (i) any Taxes of Seller, the Company or any of their respective Affiliates levied with respect to the Company, its business, its assets or the Membership Interests attributable to Pre-Closing Tax Periods (other than Included Taxes), or (ii) any other Taxes of Seller or any of its Affiliates for any periods.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate If any Tax (other than a Transfer Tax) relates to Pre-Closing Tax Periods and a Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) Period, the parties agree to hereto shall use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except conventions for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, determining the portion of such Tax that is attributable relates to the portion of the Straddle Pre-Closing Tax Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of that relates to the period beginning after the Post-Closing Date using the following conventions: Tax Period: (i) in the case of such property Taxes resulting fromand other similar Taxes imposed on a periodic basis, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire Straddle Period multiplied period by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle period, and the remaining amount of such Taxes shall be attributable to the Post-Closing Tax Period; and (ii) in the case of all other Taxes, the amount of Taxes attributable to the Pre-Closing Tax Period shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a "closing of the books methodology" and the remaining amount of the Taxes for such period shall be attributable to the Post-Closing Tax Period. For purposes of clause (1this Section 6.09(g), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) for income Tax purposes shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) except as provided in clause (C), any Tax or item of income, gain, loss, deduction or credit resulting from a transaction engaged in by the Company or its Subsidiaries after the Closing that is outside of the ordinary course of business shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) any item of deduction attributable to any Transaction Tax Deductions and other items incurred by Unitholders shall be allocated to the portion of the Straddle Period ending on the Closing Date.

Allocation of Taxes. For purposes All real and personal property taxes and assessments and similar ad valorem obligations levied with respect to any of determining the amount of Taxes Purchased Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Seller and Purchaser as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing Date, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for real or personal property taxes or assessments relating to any of the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 7.05(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 7.05(b) and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate The Buyer shall not permit any Newco to Pre-take any action after Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before is out of the Closing Date shall be treated Ordinary Course of Business, except as occurring prior to required by the Closing Date; (2) Except for Taxes for which express terms of this Agreement, the Operating Partnership is responsible hereunder other Ancillary Documents, the Inventory Purchase and for real estate taxes (apportioned pursuant to Section 1.5)Sale Agreement, for all Taxes that are payable with and the Equipment Tester Transfer Agreement. With respect to any Straddle Period, Taxes incurred by the portion of such Tax that is attributable Newcos or with respect to the portion of Assigned IPR, Transferred Assets or the Straddle Period ending on the Closing Date Assumed Liabilities shall be allocated between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventions: Tax Period as follows: (i) in the case of such Taxes resulting from, that are either (x) based upon or related to income or receipts or (y) imposed on, net in connection with any sale or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, other transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual assignment of any property, based on the Taxes which would be payable (after giving effect to amounts (including, without limitation, dividends, interest, which may be deducted from or wages), offset against such Taxes) if the amount allocated to the portion of the taxable period ending ended on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax ReturnDate; and and (ii) in the case of all other such TaxesTaxes imposed on a periodic basis, or otherwise measured by the amount allocated level of any item with respect to the portion assets of the period ending on the Closing Date shall equal any Newco, or with respect to any Assigned IPR, Transferred Asset or Assumed Liability, deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes Any credit or refund resulting from an overpayment of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) Taxes for a Straddle Period shall be allocated prorated based upon the method employed in this Section 6.02(b) taking into account the type of Tax to which the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodcredit or refund relates.

Allocation of Taxes. For purposes of determining All real and personal property taxes and similar ad valorem obligations levied with respect to the amount of Taxes Transferred Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Seller and Buyer as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Period as compared period on and prior to the Closing Date ("Pre-Closing Tax Period") and the number of days of such taxable period included in the entire Straddle period commencing after the Closing Date (the "Post-Closing Tax Period"). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bxxx to Buyer, and Buyer shall pay the same to the appropriate taxing authority, provided that if such bxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit to Buyer prior to the due date of assessment payment for the proportionate amount of such bxxx that is attributable to the Pre-Closing Tax Period. In the event that Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes of determining (a) Seller will be liable for and will pay to discharge when due (i) all Taxes relating directly or indirectly to the amount of Purchased Assets that are attributable to any taxable period or portion thereof ending before the Closing Date. Seller will cause any applicable Tax Return required to be filed with respect to any Taxes that relate described in this Section 8.2(a) to Pre-Closing Tax Periods be prepared and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:duly and timely filed. (1b) With respect to Taxes in relating directly or indirectly to the form of interest, penalties, additions to tax or other additional amounts Purchased Assets that are actually incurred, accrued, assessed or similarly charged attributable to a taxable period that begins before the Closing Date and ends on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any a “Straddle Period”): in the case of Taxes imposed on a periodic basis, the portion of any such Tax that is attributable to the portion of the Straddle Period period ending on before the Closing Date shall will be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated considered to the portion of the period ending on the Closing Date shall be equal the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period taxable period, multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the such taxable period ending that ends on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodtaxable period (provided, however, that if the Tax is based on a valuation that pertains to a Tax period other than that in which the Closing Date occurs, such proration will be recalculated at such time as actual Tax bills for such period are available, and Buyer and Seller will cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same). For purposes of clause (1)hereof, Taxes attributable to any item determined period or portion thereof ending before the Closing Date will include sales, use, value added, goods and services and similar Taxes imposed on an annual sales or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated gross receipts that accrue or are received prior to the portion Closing Date, and Taxes attributable to the ownership of property during the Straddle Period ending period before the Closing Date. All other Taxes will be apportioned between Seller and Buyer on the assumption that the applicable Tax period ended on the Closing Date based Date. The party responsible under applicable Law for filing Tax Returns required to be filed with respect to any Taxes described in this Section 8.2(b) and not described in the immediately preceding sentence (the “Straddle Period Return”) will cause such Tax Returns to be prepared and duly and timely filed. Such Tax Returns will be true, correct and accurate in all material respects. For each Straddle Period Return, each of Buyer and Seller will deliver to the other party, for its review and comment no less than 45 calendar days prior to the applicable filing deadline (taking into account applicable extensions), a copy of the draft return (with copies of any relevant schedules, work papers and other documentation then available). At least 30 calendar days prior to the due date for the filing of such return (including extensions), each of Buyer and Seller will notify the other party in writing of any objections to any items set forth on such returns, and the parties will address these objections in accordance with Section 8.2(f). (c) Except as otherwise set forth in this Agreement, to the extent any refunds or credits with respect to Taxes paid by either Buyer or Seller with respect to the Purchased Assets are attributable to taxable years or a portion thereof ending before the Closing Date, such refunds or credits, less either party’s reasonable expenses of obtaining such refunds or credits, will belong to Seller. Except as provided in the immediately preceding sentence, to the extent that any refunds or credits with respect to Taxes paid by either Buyer or Seller with respect to the Purchased Assets are attributable to taxable years or a portion thereof commencing on or after the Closing Date, such refunds or credits, less either party’s reasonable expenses of obtaining such refunds or credits, will belong to Buyer. Each of Buyer and Seller will equitably apportion any refund or credit, net of expenses of obtaining such refunds or credits, with respect to Taxes for any Straddle Period in a manner consistent with the principles set forth in Section 8.2(b). Each of Buyer and Seller will forward to the other party or reimburse the other party for the amount of such refunds or credits belonging to the other party under this Section 8.2(c) within 30 calendar days after receipt thereof by either Buyer or Seller (as the case may be) (provided that for such purpose, a credit will be deemed received on the relative number of days in such portion of due date for the Straddle Period as compared to the number of days in the entire Straddle PeriodTaxes it is actually applied against).

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods (a) Any liability for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interestreal property tax, penalties, additions to personal property tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable any similar ad valorem obligation levied with respect to any Straddle Period, Transferred Asset or the portion of such Tax that is attributable to the portion of the Straddle Period ending on Businesses for a taxable period which includes (but does not end on) the Closing Date shall will be allocated between the portion apportioned ratably as of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. Within one year after the Closing, LM and the Company will each present a statement to the other setting forth the amount of reimbursement to which it and its Affiliates are entitled under this Section III.03(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount will be paid by the party owing it to the other within 30 days after delivery of such statement. Thereafter, LM will notify the Company upon receipt of any xxxx for real or personal property taxes relating to the Transferred Assets or the Businesses, part or all of which are attributable to the Post-Closing Tax Period, and will promptly deliver such xxxx to the Company which shall pay the same (or cause it to be paid) to the appropriate taxing authority, provided, that if such xxxx also covers the Pre-Closing Tax Period, LM will remit prior to the due date of assessment to the Company payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either LM and its Affiliates on the one hand or the Company and its Affiliates on the other hand thereafter makes a payment for which it is entitled to reimbursement under this Section III.03(a), the other party will make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section III.03(a) and not made within 30 days of delivery of the statement relating thereto will bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code, compounded daily. (b) Any recording or filing fees with respect to the transfer of the Transferred Assets or the Businesses to the Company or the Company Entities in connection with the Contemplated Transactions will be paid by the Company, and any transfer, documentary, sales, use or other Taxes assessed upon or with respect to such transfer will be shared equally by LM and the Company.

Allocation of Taxes. For purposes The following provisions shall govern the allocation of determining responsibility as between Buyer, the amount Company and Sellers for certain tax matters following the Closing Date: (a) Sellers shall be responsible for the payment of all Taxes that relate of the Company or with respect to the Assets, and shall be entitled to any refunds with respect thereto, for all Pre-Closing Tax Periods Periods, and Straddle Periods Buyer shall be responsible for purposes the payment of all Taxes of the Company or with respect to the Assets, and shall be entitled to any obligation to indemnify refunds with respect thereto, for Taxes under Section 4.2(b) the parties agree to use the following conventions:all Post-Closing Tax Periods. (1b) Taxes in the form of interest, penalties, additions to tax or (other additional amounts than Income Taxes) that are actually incurredattributable to the severance or production of Hydrocarbons, accruedor that are imposed on a transactional basis, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated deemed attributable to the period during which the production of the Hydrocarbons or the transaction with respect to such Taxes occurred, as occurring prior applicable, and payroll Taxes shall be deemed attributable to the period for which the payroll accrues. (c) Income Taxes shall be determined based on an interim closing of the books as of the close of business on the Closing Date; (2) Except for . For the avoidance of doubt, all Income Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to on any Straddle Period, the portion of such Tax that is taxable income attributable to the portion of the Straddle Period ending on Exxon Escrow Account through and including the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions:to Sellers. (id) Any Taxes (other than Taxes described in the case of such Taxes resulting fromSection 10.03(b) or Section 10.03(c) above) assessed with respect to a period which begins before, and ends on or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)after, the amount allocated to the portion of the period ending on the Closing Effective Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date prorated based on the relative number of days in such portion of period up to and including the Straddle Period as compared to day before the Effective Date and the number of days in such period that occur on or after the entire Straddle PeriodEffective Date. (e) If a Tax other than an Income Tax for a period that includes the Effective Date has not been levied as of the Closing, the amount of such Tax shall be estimated at the Closing utilizing the most recent information available regarding such Tax. If any Asset Tax is estimated for purposes of Section 12.02, upon determination of the actual amount of such Taxes, to the extent not taken into account under Section 12.02, prompt payments will be made between the Parties to cause the appropriate Party to bear such Taxes allocable to such Person under this Section 10.03.

Allocation of Taxes. For purposes of determining (i) All Taxes imposed with respect to the amount of Taxes that relate to Acquired Assets for any Straddle Period shall be apportioned between the Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Post-Closing Date using the following conventions: (i) Tax Period as follows, in the case of such (x) income Taxes resulting from(however denominated), or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, sales and use, transfer or assignments of property or other assetvalue added and withholding Taxes, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), as though the amount allocated to the portion taxable year of the period ending applicable Seller terminated at the close of business on the Closing Date Date, and (y) all other Taxes, 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. Seller shall be liable for the proportionate amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely that are attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items proportionate amount of such Taxes that are attributable to the Post-Closing Tax Return; andPeriod. (ii) Seller shall pay to Buyer at Closing Seller’s share of the 2017 Property Taxes or the 2018 Property Taxes, if applicable. To the extent the actual amount of 2017 Property Taxes is not determinable at Closing, Buyer and Seller shall utilize the most recent information available in estimating the amount to be paid by Seller at Closing. Upon determination of the actual amount of 2017 Property Taxes or the 2018 Property Taxes, if applicable, Seller shall pay to Buyer within fifteen (15) days any additional amount necessary to equal Seller’s share of the 2017 Property Taxes or the 2018 Property Taxes, if applicable; in the case event the amount paid by Seller at Closing exceeds Seller’s share of all other such 2017 Property Taxes or the 2018 Property Taxes, the amount allocated if applicable, Buyer shall refund within fifteen (15) days any such overage to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodSeller.

Allocation of Taxes. For purposes of determining (i) Except as otherwise provided in this Section 6.5, the amount of Sellers shall be responsible for, and shall timely pay, all Taxes that relate levied with respect to the Purchased Assets and the Product Business attributable to the Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:Period. (1ii) Non-Income Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date for any Straddle Period shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventions: Tax Period as follows: (iA) in the case of such personal property Taxes, real property Taxes resulting from, or imposed on, net or gross income, and any other Taxes resulting from, or imposed on, any sale, receiptother than sales, use, transfer transaction or assignments of property or excise Taxes and other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)similar Taxes, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (B) in the case of clause (1)any sales, any item determined on an annual use, transaction or periodic basis (including amortization and depreciation deductions and excise Taxes or other similar Taxes, the effects of graduated rates) portion allocable to the Pre-Closing Tax Period shall be allocated deemed equal to the portion of amount which would be payable if the relevant Straddle Period ending ended on the Closing Date based Date. The Sellers shall be liable for Non-Income Taxes apportioned to the Pre-Closing Tax Period, and the Buyer shall be liable for Non-Income Taxes apportioned to the Post-Closing Tax Period. (iii) Upon receipt by the Buyer, on the relative number one hand, or a Seller, on the other, of any bxxx for Taxes relating to the Purchased Assets or the Product Business, the Party receiving such bxxx (the “Recipient Party”) promptly shall present a statement to the other Party (the “Other Party”) setting forth the amount of such Taxes for which the Other Party is liable under this Section 6.5(e), together with such supporting evidence as is reasonably necessary to calculate the amount of such Taxes. The apportioned amount of Taxes for which the Other Party is liable shall be paid by the Other Party to the Recipient Party within 15 days after delivery of such statement to the Other Party by the Recipient Party. The Recipient Party shall be responsible for the timely payment of the Taxes to which such bxxx relates. In the event that a Party shall make any payment to any Taxing or other authority of any Taxes apportioned to the Other Party under Section 6.5(e), the Other Party shall reimburse the paying Party for the amount of such Taxes apportioned to the Other Party promptly but in no event later than 15 days after the presentation by the paying Party of a statement setting forth the amount of reimbursement to which the paying Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. The portion of any refund of Taxes attributable to amounts apportioned hereunder to and paid or reimbursed by the Straddle Period as compared Party not receiving such refund shall be the property of the Party not receiving such refund, and the Party receiving such refund shall promptly pay to the number Party not receiving such refund that portion of days in the entire Straddle Periodsuch refund so attributable.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods Periods, and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) 12.1, the parties agree to use the following conventions: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2b) Except for Transfer Taxes and any other Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.59.1), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes (a) Seller and Parent shall be responsible, jointly and severally, for all taxes arising by reason of determining or attributable to the amount of Taxes that relate Transferred Assets, the Business, or its operations, properties, activities and transactions during or with respect to the Pre-Closing Tax Periods Period. Seller and Straddle Periods for purposes of Parent shall indemnify, jointly and severally, Purchaser against any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes tax demands, tax penalties or interest on arrears in the form of interest, penalties, additions to tax or other additional amounts event that such debit items are actually incurred, accrued, assessed or similarly charged on or after the Closing Date as a result of events prior to that date. Seller shall be relieved of its responsibility to indemnify Purchaser against such taxes under this Section 14.2(a) if Purchaser does not give Seller notice of the tax liability assessed against Purchaser within three months after the tax authority or agency, or governmental or judicial body has issued a final, binding tax assessment against Purchaser. (b) Purchaser shall be responsible for and shall indemnify Seller and Parent against all taxes arising by reason of or attributable to the Transferred Assets, the Business or its operations, properties, activities and transactions during or with respect to the Post-Closing Period. (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but that relate to Taxes that accrued on or before does not end on) the Closing Date shall be treated apportioned between (a) Purchaser and (b) Seller and Parent as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Period. Seller and Parent shall be liable, jointly and severally, for the proportionate amount of such taxes that are attributable to the Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing Period. (d) All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit. As illustrative and not exhaustive examples of the preceding sentence, Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. For purposes of determining the amount of Except as provided in Section 2.2, Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventionsshall be allocated as follows: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date Parent shall be treated as occurring prior liable for and shall be allocated (i) any Taxes attributable to members of the Parent Group for all periods, and (ii) any Taxes attributable to members of the Spinco Group for any Pre-Distribution Period, in each case including, for the avoidance of doubt, Taxes attributable to or arising in connection with the matters set forth in Schedule A. (b) Spinco shall be liable for and shall be allocated any Taxes attributable to members of the Spinco Group for any Post-Distribution Period. (c) In applying the provisions of Sections 2.1(a) and 2.1(b) (but subject to the Closing Date;provisions of Section 2.2): (2i) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5)Any Taxes, for all Taxes that are payable with other than Periodic Taxes, in respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Pre-Distribution Period and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending Post-Distribution Period on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items basis by assuming that the books of such Tax Return; andthe members of the Parent Group and the members of the Spinco Group were closed on the Distribution Date. For purposes of the foregoing, depreciation and amortization deductions with respect to property placed in service after the Distribution Date shall be allocated to the Post-Distribution Period, and all other depreciation and amortization deductions shall be allocated on a per diem basis. (ii) Any Periodic Taxes in the case respect of all other such Taxes, the amount a Straddle Period shall be allocated to the portion of the period ending on the Closing Date shall Pre-Distribution Period in an amount equal to the amount of such Periodic Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Distribution Date and the denominator of which is the number of calendar days in the entire period. The portion of any Periodic Taxes in respect of a Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and Period not allocated to the effects of graduated rates) Pre-Distribution Period shall be allocated to the portion Post-Distribution Period. For the avoidance of doubt, if a Party has prepaid Periodic Taxes that are allocated to the other Party under any provisions of this Agreement, the second Party shall reimburse the first Party to the extent so allocated. (iii) Taxes attributable to any transaction or action taken by or with respect to any member of the Straddle Period ending Spinco Group before the Effective Time on the Closing Distribution Date based shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group after the Effective Time on the relative number of days in such portion of the Straddle Period as compared Distribution Date shall be allocated to the number of days in the entire Straddle Post-Distribution Period. (iv) In determining the allocation of any Escheat Liability, the liability shall be allocated to the Party whose Group members actually hold (or are required to hold) the property subject to the Escheat Liability at the time a payment or remittance in respect of such liability is required to be made to the applicable governmental entity. (v) Any Taxes arising from the Equity Award Transfer shall be treated as Taxes described in Section 2.1(a) hereof, except to the extent such Taxes are specifically addressed by the Employee Matters Agreement.

Allocation of Taxes. For purposes (a) Seller shall be responsible for (i) the payment of determining the amount all Taxes of Taxes that relate FAMCO attributable to any Pre-Closing Date Tax Periods Period and Straddle Periods for purposes (ii) Seller's portion of any obligation to indemnify for Taxes under Transfer Taxes, if any, as provided in Section 4.2(b) the parties agree to use the following conventions:9.4. (1b) Purchaser, subsequent to the Closing, shall be responsible for the payment of (i) all Taxes in the form of interestFAMCO, penalties, additions attributable to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or any period beginning after the Closing Date but that relate to Taxes that accrued on or before Date, including, in the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any case of a Straddle Period, the portion of such Tax that is attributable the Straddle Period beginning after the Closing Date; and (ii) Purchaser's portion of Transfer Taxes, if any, as provided in Section 9.4. (c) For purposes of clauses 9.2(a)(i) and 9.2(b)(i), the Taxes related to the portion of the a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, other than Taxes based upon or imposed on, net or gross related to income, Taxes resulting fromsales, gross receipts, wages, capital expenditures, expenses or imposed onany similar Tax base, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated be deemed to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (1)any Tax based upon or related to income, sales, gross receipts, wages, capital expenditures, expenses or any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall similar Tax base, be allocated deemed equal to the portion of amount which would be payable if the Straddle Period ending relevant Tax period ended on the Closing Date based Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Tax period ended on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodClosing Date.

Allocation of Taxes. For purposes (a) Seller shall be responsible for (i) the payment of determining the amount of all Taxes that relate attributable to any Pre-Closing Date Tax Periods Period, whether with respect to the Company or any of the Sponsored Funds (except to the extent such Taxes are set forth as an accrued liability on the Closing Date Balance Sheet and Straddle Periods for purposes are taken into account in the calculation of any obligation the Closing Working Capital Amount); (ii) all Taxes, if any, attributable to indemnify for Taxes under Section 4.2(bthe Recapitalization; and (iii) the parties agree to use the following conventions:Seller’s portion of Transfer Taxes, if any, as provided in Section 10.4. (1b) Taxes in Purchaser, subsequent to the form Closing, shall be responsible for the payment of interest(i) all Taxes, penaltieswhether with respect to the Company or any of the Sponsored Funds, additions attributable to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or any period beginning after the Closing Date but that relate to Taxes that accrued on or before Date, including, in the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any case of a Straddle Period, the portion of such Tax the Straddle Period beginning after the Closing Date; (ii) all Taxes set forth as an accrued liability on the Closing Date Balance Sheet and that is attributable are taken into account in the calculation of the Closing Working Capital Amount; and (iii) Purchaser’s portion of Transfer Taxes, if any, as provided in Section 10.4. (c) For purposes of clauses 10.2(a)(i) and 10.2(b)(i), the Taxes related to the portion of the a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, other than Taxes based upon or imposed on, net or gross related to income, Taxes resulting fromsales, gross receipts, wages, capital expenditures, expenses or imposed onany similar Tax base, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated be deemed to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (1)any Tax based upon or related to income, sales, gross receipts, wages, capital expenditures, expenses or any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall similar Tax base, be allocated deemed equal to the portion of amount which would be payable if the Straddle Period ending relevant Tax period ended on the Closing Date based Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Tax period ended on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodClosing Date.

Allocation of Taxes. For purposes To the extent permissible under applicable Laws, the Parties agree to elect (and have the Company and each Company Subsidiary elect) to have each Tax year of the Company and each Company Subsidiary to end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Company or any Company Subsidiary is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes that relate attributable to Pre-Closing Tax Periods and the portion of the Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged Period ending on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; : (2a) Except for in the case of property Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all other similar Taxes that are payable with respect to any Straddle Periodimposed on a periodic basis, the portion of such Tax that is amount attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between equal the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. ; and (b) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes, etc.), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company or Company Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (1b), (i) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; (ii) any Transaction Deduction shall be attributed to the portion of the Straddle Period ending on the Closing Date, to the fullest extent permitted by applicable Law; and (iii) any item (or Tax) resulting from a Parent Closing Date Transaction shall be attributed to the portion of the Straddle Period beginning after the Closing Date.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes All taxes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts kind (including, without limitation, dividendspersonal property taxes and similar ad valorem obligations and business taxes, interest, but — for the avoidance of doubt — excluding income tax or wages), tax on capital gains upon the amount allocated sale of the Transferred Assets) levied with respect to the portion of Transferred Assets or the Business for a taxable period ending on that includes (but does not end on) the Closing Date shall be apportioned prorata temporis between the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date Seller and the denominator Buyer as of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. The Seller shall be liable for the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Buyer shall be liable for the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, the Seller and the Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.2, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. From time to time after the Closing, as may be necessary, the Seller shall notify the Buyer upon receipt of any bxxx for tax relating to the Transferred Assets or the Business (such as personal property taxes and business taxes), part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bxxx to the Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers any part of the Pre-Closing Tax Period, the Seller shall also remit prior to the due date of assessment to the Buyer payment for the proportionate amount of such bxxx that is attributable to the Pre-Closing Tax Period. In the event that either the Seller or the Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.2, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.2 and not made when due shall bear interest at the rate of seven and one-half percent (7.5%) per annum.

Allocation of Taxes. For purposes of determining (a) Each Seller Party shall be liable for: (a) all Transfer Taxes allocable to the amount of Seller Party pursuant to Section 7.01, (b) any and all Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged imposed on or after with respect to the Closing Date but that relate Excluded Assets, (c) any and all Taxes imposed on or with respect to Taxes that accrued the ownership or operation of the Purchased Assets for any Tax period ending on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5)applicable Transfer Effective Time or, for all Taxes that are payable with respect to any Straddle PeriodTax period that includes (but does not end on) the applicable Transfer Effective Time, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and applicable Transfer Effective Time (which shall be prorated based on the portion respective number of the days in each period beginning after the Closing Date using the following conventions: (i) except that in the case of such Taxes resulting from, or imposed on, based on net or gross income, or transactional Taxes resulting fromsuch as sales Taxes, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending Tax period in which the transaction giving rise to such Taxes occurred), and (d) any and all Taxes imposed on Buyer as successor or transferee from the Seller Parties with respect to the ownership of the Purchased Assets (collectively, the “Seller Taxes”). (b) Buyer shall be liable for (a) any and all Taxes imposed on or with respect to the ownership or operation of the Purchased Assets for any Tax period beginning on or after the applicable Transfer Effective Time or, with respect to any Tax period that includes (but does not end on) the applicable Transfer Effective Time, the portion of such Tax period beginning on the Closing Date applicable Transfer Effective Time (which shall be prorated based on the relative respective number of days in each period except that in the case of Taxes based on net or gross income, or transactional Taxes such as sales Taxes, such Taxes shall be allocated to the portion of the Straddle Period as compared Tax period in which the transaction giving rise to such Taxes occurred), and (b) all Transfer Taxes allocable to Buyer pursuant to Section 7.01 (collectively, the number of days in the entire Straddle Period“Buyer Taxes”).

Allocation of Taxes. For purposes After the Closing, Seller shall be responsible for, and shall indemnify and hold Buyer and its Affiliates harmless against any Taxes (other than Taxes which have been taken into account in the Final Net Working Capital and Buyer’s shares of determining the amount Taxes addressed in Section 7.6) imposed on any of Taxes the Related Entities for any taxable period that relate ends on or prior to the Closing Date (each such period, a “Pre-Closing Tax Periods and Straddle Periods for purposes of Period”) and, with respect to any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged taxable period beginning on or before and ending after the Closing Date but that relate (a “Straddle Period”), the portion of such Straddle Period deemed to Taxes that accrued end on or before the Closing Date shall be treated as occurring prior to (the “Pre-Closing Date; Portion”) (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned determined pursuant to Section 1.57.1(b), for all Taxes that are payable with respect to ). a. In the case of any Straddle Period, the portion parties hereto shall, to the extent permitted under applicable Law, elect with the relevant Tax Authority for all Tax purposes to treat the Closing Date as the last day of such Tax that is attributable to the taxable period of each of the Related Entities. Where not so permitted, the portion of any Taxes that are allocable to the Straddle Period ending on the Pre-Closing Date Portion shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: either (i) in the case of such Taxes resulting fromthat are imposed on a periodic basis, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated deemed to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and entire period (ii) or in the case of all other such Taxes determined on an arrears basis, such as real property Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of such Taxes for the entire Straddle Period immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Pre-Closing Date Portion and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause Period or (1)ii) in all other cases, any item determined deemed equal to the amount that would be payable if the taxable period ended on an annual or periodic basis (including amortization and depreciation deductions and included the effects of graduated rates) Closing Date. b. Whenever in accordance with this Article VII, Seller shall be allocated required to make a payment to Buyer, unless otherwise specified, such payments shall be made the later of ten calendar days after requested or three calendar days before Buyer or any of the Related Entities is required to pay the related Tax Liability to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodrelevant Tax Authority.

Allocation of Taxes. For purposes (a) Seller shall be responsible for all taxes arising by reason of determining or attributable to the amount of Taxes that relate Transferred Assets, the Business, or its operations, properties, activities and transactions during or with respect to the Pre-Closing Tax Periods and Straddle Periods for purposes of Period. Seller shall indemnify Purchaser against any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes tax demands, tax penalties or interest on arrears in the form of interest, penalties, additions to tax or other additional amounts event that such debit items are actually incurred, accrued, assessed or similarly charged on or after the Closing Date as a result of events prior to that date. (b) Purchaser shall be responsible for and shall indemnify Seller against all taxes arising by reason of or attributable to the Transferred Assets, the Business or its operations, properties, activities and transactions during or with respect to the Post-Closing Period. (c) All personal property taxes and similar ad valorem obligations levied with respect to the Transferred Assets for a taxable period that includes (but that relate to Taxes that accrued on or before does not end on) the Closing Date shall be treated apportioned between Purchaser and Seller as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Period. Seller shall be liable for the proportionate amount of such taxes that are attributable to the Pre-Closing Period, and Purchaser shall be liable for the proportionate amount of such taxes that are attributable to the Post-Closing Period. (d) All taxes relating to, resulting from or arising out of the transfer of Seller’s assets to Purchaser as contemplated in this Agreement shall be borne by the Party on whom the tax is imposed by the relevant tax office or agency of any governmental unit, and each Party covenants and agrees to pay such taxes prior to delinquency. As illustrative and not exhaustive examples of the preceding sentence Seller shall bear the responsibility of paying the capital gains tax imposed.

Allocation of Taxes. For purposes of determining this Agreement, in the amount case of any Taxes that relate to Pre-Closing Tax Periods are imposed on a periodic basis and Straddle Periods are payable for purposes of any obligation to indemnify for Taxes under Section 4.2(ba Taxable period that includes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable which relates to the portion of the Straddle Period such Taxable period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such any Taxes resulting fromother than Taxes based upon or related to income or receipts, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated be deemed to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period Taxable period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Taxable period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodTaxable period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant Taxable period ended on the Closing Date. For purposes In the case of clause (1)any Tax credit relating to a Taxable period that begins before and ends after the Closing Date, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects portion of graduated rates) shall be allocated such Tax credit which relates to the portion of the Straddle Period such Taxable period ending on the Closing Date based on shall be the relative number of days in such portion of amount which bears the Straddle Period as compared same relationship to the number total amount of days such Tax credit as the amount of Taxes described in (ii) above bears to the entire Straddle total amount of Taxes for such Taxable period. For the avoidance of doubt and notwithstanding any contrary provision of Tax Law or accounting principle, the employer’s share of all payroll, employment, unemployment and similar Taxes payable with respect to all stock option exercises, payments to stock option holders, and all other payments of compensation to any Person in connection with the Merger, shall be allocable to the Preclosing Tax Period.

Allocation of Taxes. For purposes (a) Except as otherwise provided in Section 8.05 hereof relating to Transfer Taxes, the Sellers shall be responsible for and shall promptly pay when due all Taxes of determining the amount Company and all Taxes levied with respect to the Units and the Assets of Taxes that relate the Company, in each case, attributable to the Pre-Closing Tax Periods Period. All Taxes of the Company and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable levied with respect to any Straddle Periodthe Units and the Assets of the Company, the portion of such Tax that is attributable to the portion of in each case, for the Straddle Period ending on the Closing Date shall be allocated apportioned between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventionsTax Period, as follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended at the close of business on the Closing Date. Each Seller shall also include any income, gain, loss, deduction or other tax items for any period or portion thereof ending on or before the Closing Date on such Seller’s Tax Returns in a manner consistent with the Schedule K-1s furnished by Company to such Seller for such period. (b) Upon receipt of any bxxx for such Taxes (including such Taxes relating to the Units or the Assets of the Company), the Buyer, on one hand, and the Sellers and the Sellers’ Representative, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 8.02 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within 10 days after delivery of such statement. In the event that the Buyer or the Sellers shall make any payment for which it is entitled to reimbursement under this Section 8.02, the applicable party shall make such reimbursement promptly but in no event later than 10 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Notwithstanding the foregoing, the Buyer shall not be liable for, and Cxxxxx agrees to indemnify and hold harmless the Buyer, the Company, and each Subsidiary for, (i) any Taxes of any Seller or the Company and any Taxes levied with respect to the Units or the Assets of the Company, in each case, attributable to Pre-Closing Tax Periods, or (ii) any other Taxes of any Seller for any periods. (c) Cxxxxx shall indemnify the Buyer and, following the Closing, the Company, for any Damages suffered by the Buyer as a result of the Internal Revenue Service recharacterizing the Contingent Payments or the Non-U.S. Licensing Earn-Out Payments. For purposes of clause (1this Section 8.02(c), Damages shall include any item determined on an annual or periodic basis additional Tax, interest and penalties payable by the Buyer as a result of such recharacterization (including amortization net of Tax Benefits from such recharacterization in accordance with Section 9.04(d)), calculated taking into account the Buyer’s actual tax characteristics (e.g., so that a reduction in net operating losses is not to be treated as a tax detriment except at the time and depreciation deductions to the extent such net operating losses could actually have been used to offset the Buyer’s income). At Cxxxxx’x request and expense, the effects Buyer shall contest any recharacterization which would result in Cxxxxx being obligated to make payments pursuant to this Section 8.02(c), and Cxxxxx shall have the right to control the conduct of graduated rates) shall be allocated to the portion of any such contest relating to such recharacterization (a “Recharacterization Contest”); provided that Cxxxxx shall keep the Straddle Period ending on the Closing Date based on the relative number of days in such portion Buyer informed of the Straddle Period as compared progress of such Recharacterization Contest on a timely basis and, in connection with such Recharacterization Contest, shall take any actions reasonably requested by the Buyer; provided further if Cxxxxx has the right to control the conduct and resolution of such Recharacterization Contest, but elects in writing not to do so, is not diligently pursuing resolution of such Recharacterization Contest after 10 days notice of such event given by the Buyer to Cxxxxx or is not reasonably expected to fully indemnify the Buyer pursuant to this Agreement for any Damages arising from such Recharacterization Contest, then the Buyer shall, at Cxxxxx’x expense, have the right to control the conduct and resolution of such Recharacterization Contest, provided that the Buyer shall keep Cxxxxx informed of all developments on a timely basis and the Buyer shall not resolve such Recharacterization Contest in a manner that could reasonably be expected to have a material adverse effect on Cxxxxx’x indemnification obligations under this Agreement without Cxxxxx’x consent, which consent shall not be unreasonably withheld; provided further (a) that if, within 10 days after receiving notice of the Recharacterization Contest, Cxxxxx agrees to, and within 30 days after receiving such notice, in fact does, indemnify the Buyer for the full amount of Damages that would be suffered by Buyer if the parties were to agree to the number of days Internal Revenue Service’s position as asserted in the entire Straddle PeriodRecharacterization Contest, then the Buyer shall control the conduct and resolution of the Recharacterization Contest at the Buyer’s expense, and (b) if the Buyer elects in writing to waive its right to indemnification pursuant to this Section 8.02(c), then the Buyer shall control the conduct and resolution of such Recharacterization Contest at the Buyer’s expense.

Allocation of Taxes. For purposes All real and personal property taxes and assessments and similar ad valorem obligations levied with respect to any of determining the amount of Taxes Acquisition Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued shall be apportioned between the Sellers and Buyer as of the Closing Date based on the number of days of such taxable period included in any Tax period (or portion thereof) ending on or before the Closing Date (the "Pre-Closing Tax Period") and the number of days of such taxable period included in any Tax period (or portion thereof) ending after the Closing Date (the "Post-Closing Tax Period"). Seller shall be treated as occurring prior to liable for the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion proportionate amount of such Tax Taxes that is attributable to the portion of the Straddle Period ending on the Pre- Closing Date Tax Period, and Buyer shall be allocated between liable for the portion proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period ending on the Closing Date and the portion of the period beginning after the Closing Date using Date, Sellers and Buyer shall present a statement to the following conventions: other setting forth the amount of reimbursement to which each is entitled under this Section 6.11(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (il0) in the case days after delivery of such Taxes resulting fromstatement. Thereafter, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual the Sellers shall notify Buyer upon receipt of any amounts (includingbill for real or personal property taxes or assessments relating xx any of the Acquisition Assets, without limitationpart or all of which are attributable to the Post-Closing Tax Period, dividendsand shall promptly deliver such bill to Buyer who shall pay the same to the appropriate taxing axxxxrity, interestprovided that if such bill covers any part of the Pre-Closing Tax Period, Sellers shalx xxso remit prior to the due date of assessment to Buyer payment for the proportionate amount of such bill that is attributable to the Pre-Closing Tax Period. In the xxxnt that either Sellers or wagesBuyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.11b), the amount allocated to other party shall make such reimbursement promptly, but in no event later than 30 days after the portion presentation of the period ending on the Closing Date shall be a statement setting forth the amount of Tax that would be payable for reimbursement to which the presenting party is entitled along with such portion of the Straddle Period if such Person filed a separate Tax Return with respect supporting evidence as is reasonably necessary to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to calculate the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar reimbursement. Any payment required under this Section 6.11(b) and not made within 10 days in the portion after delivery of the period ending on statement shall bear interest at the Closing Date and rate per annum determined, from time to time, under the denominator provisions of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesSection 6621(a)(2) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodCode for each day until paid.

Allocation of Taxes. For purposes of determining All real and personal property taxes and similar ad valorem obligations levied with respect to the amount of Taxes Transferred Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Seller and Buyer as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Period as compared period on and prior to the Closing Date ("PRE-CLOSING TAX PERIOD") and the number of days of such taxable period included in the entire Straddle period commencing after the Closing Date (the "POST-CLOSING TAX PERIOD"). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any xxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Buyer, and Buyer shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit to Buyer prior to the due date of assessment payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate of four percent (4%) per annum for each day until paid.

Allocation of Taxes. For purposes of this Agreement, to the extent permissible under applicable Laws, the Parties agree to elect (and have the Company elect) to have each Tax year of the Company to end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Company is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes that relate attributable to Pre-Closing Tax Periods and the portion of the Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged Period ending on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; : (2i) Except for in the case of property Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all other similar ad valorem Taxes that are payable with respect to any Straddle Periodimposed on a periodic basis, the portion of such Tax that is amount attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between equal the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. ; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes, etc.), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (1ii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; (B) any Transaction Deduction shall be attributed to the portion of the Straddle Period ending on the Closing Date, to the fullest extent permitted by applicable Law; and (C) any item (or Tax) resulting from a Buyer Closing Date Transaction shall be attributed to the portion of the Straddle Period beginning after the Closing Date.

Allocation of Taxes. For purposes of determining the amount of (i) Seller shall be responsible for and shall pay or cause to be paid any and all Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes may be imposed upon or assessed against either Company or its assets following the later of any obligation to indemnify for Taxes under Section 4.2(b) consent by Seller thereto or the parties agree to use the following conventions: final determination thereof: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle PeriodPre-Closing Period (as defined below), provided however that Seller shall not be liable for Taxes and Related Costs (as defined below) arising from transactions outside the portion ordinary course of such Tax business that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending take place on the Closing Date and after the portion Closing; or (2) arising by reason of any breach or inaccuracy of the period beginning after the Closing Date using the following conventions: representations, covenants or agreements contained in Section 3.19 (i) in the case of such Taxes resulting fromTax Matters), Section 4.05 or imposed onSection 8.01. Seller shall also pay any losses, net or gross incomedamages, Taxes resulting fromliabilities, or imposed onobligations, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts costs and expenses incurred by Purchaser (including, without limitation, dividendsreasonable expenses and fees for attorneys, interestconsultants, expert witnesses and accountants and expenses reasonably incurred in prosecution, investigation, remediation, defense or wages)settlement) (“Related Costs”) attributable or related to Taxes for which the Seller is responsible pursuant to Section 7.04(d) or any other provision of this Agreement. (ii) For purposes of this Agreement, “Pre-Closing Period” shall mean a taxable period or portion thereof that ends on or prior to the amount allocated Closing Date. If a taxable period begins on or prior to the Closing Date and ends after the Closing Date, then the portion of the taxable period ending that ends on (and includes) the Closing Date shall constitute a Pre-Closing Period. In the case of any Tax that is imposed on a periodic basis and is payable for a period that begins before the Closing Date and ends after the Closing Date, the portion of such Taxes attributable to the Pre-Closing Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodTax period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) Any credit shall be allocated prorated based upon the preceding sentence. In the case of any Tax based upon or measured by income or receipts, the portion allocable to the portion of the Straddle Period ending on Tax period up to and including the Closing Date shall include operations through the Closing Date (i.e., with respect to operations based on the relative number of days in such portion an interim closing of the Straddle Period as compared to the number books on Closing). For purposes of days in the entire Straddle this Agreement, “Post-Closing Period” means any period other than a Pre-Closing Period.

Allocation of Taxes. For purposes of determining All real property taxes, personal property taxes and similar ad valorem obligations (collectively, the amount of Taxes that relate "Apportioned Obligations") levied with respect to Pre-Closing Tax Periods and Straddle Periods the Acquired Assets for purposes of any obligation to indemnify for Taxes under Section 4.2(ba taxable period which includes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Seller and the portion Buyer as of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in the Pre-Closing Tax Period or Post-Closing Tax Period, respectively. The Seller shall be liable for the proportionate amount of such portion taxes that is attributable to the Pre-Closing Tax Period. Within ninety (90) days after the Closing, each of the Straddle Period as compared Seller and the Buyer shall present a statement to the number other setting forth the amount of reimbursement to which each is entitled under this Section7(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it the other within ten (10) days after delivery of such statement. Thereafter, the Seller shall notify the Buyer upon receipt of any xxxx for real or personal property taxes relating to the Acquired Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the Buyer who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers the Pre-Closing Tax Period, the Seller shall also remit to the Buyer prior to the due date of assessment payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either the Seller or the Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section7(b), the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the entire Straddle Periodpresentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes In the case of determining any Straddle Period, the amount of any Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged transaction-based Taxes of the Company Entities for the portion of the Straddle Period ending on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated determined based on a closing of the books as occurring prior to of the close of business on the Closing Date; (2) Except , and the amount of other Taxes of the Company Entities for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes a Straddle Period that are payable with respect to any Straddle Period, the portion of such Tax that is attributable relates to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated deemed to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on Straddle Period up to and including the Closing Date Date, and the denominator of which is the total number of calendar days in the entire such Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions Period and the effects balance of graduated rates) such Taxes shall be allocated attributable to the portion of the Straddle Period after the Closing Date; provided, however, that any such Taxes attributable to any property that was owned by the Company Entities during the Pre-Closing Tax Period, but is not owned by the Company Entities immediately prior to the Closing shall be allocated entirely to the Pre-Closing Tax Period, and any such Taxes attributable to any property that was owned by the Company Entities during the Post-Closing Tax Period, but is not owned by the Company Entities immediately prior to the Closing shall be allocated entirely to the Post-Closing Tax Period. For the avoidance of doubt, all assessments, ad valorem Taxes and property Taxes attributable to the ownership of the Business and any of the Assets during any Tax period beginning and ending on or prior to the Closing Date based on Date, whenever assessed and whether or not assessed in arrears (and notwithstanding upon which Party the relative number payment obligation is legally imposed or any prevailing “custom” regarding the “sharing” of days in such portion any payment thereof), shall constitute Taxes for a Pre-Closing Tax Period for purposes of the Straddle Period as compared to the number of days in the entire Straddle PeriodSection 7.1(b) hereof.

Allocation of Taxes. For purposes of determining All personal and business property ------------------- taxes and similar ad valorem obligations levied with respect to the amount of Taxes Purchased Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Seller and Purchaser as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Seller and Purchaser shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (l0) days after delivery of such statement. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for personal property taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Seller shall also remit prior to the due date of assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Seller or Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 7.3(a), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 7.3(a) and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes (i) Except to the extent included in any calculation of determining Net Asset Value, Sellers shall be responsible for the amount payment of all Taxes that relate of the Company and its Subsidiaries attributable to any Pre-Closing Tax Periods Period and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b(ii) the parties agree Buyer, subsequent to use the following conventions: (1) Taxes in the form of interestClosing, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to responsible for the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for payment of all Taxes that are payable with respect to the Company and its Subsidiaries attributable to any Straddle Post-Closing Tax Period. (b) For purposes of Section 8.2(a), the portion of such Tax that is attributable Taxes related to the portion of the a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, other than Taxes based upon or imposed on, net or gross related to income, Taxes resulting fromsales, gross receipts, wages, capital expenditures, expenses or imposed onany similar Tax base, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated be deemed to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (1)any Tax based upon or related to income, sales, gross receipts, wages, capital expenditures, expenses or any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall similar Tax base, be allocated deemed equal to the portion of amount which would be payable if the Straddle Period ending relevant Tax period ended on the Closing Date based Date. Any credits relating to a Straddle Period shall be taken into account as though the relevant Tax period ended on the relative number Closing Date. (c) Buyer shall cause the Company to pay to Sellers any refund received by or credit applied to the Company after the Closing Date with respect to Company’s Taxes for any Pre-Closing Tax Period within fifteen (15) days after such receipt or application, net of days in such portion any Taxes imposed upon the Company by reason of the Straddle receipt of such refund or the application of such credit. (d) Buyer shall not file an amended Tax Return for the Company or file a claim for refund for any Pre-Closing Tax Period as compared to without the number written consent of days in the entire Straddle PeriodSellers, which consent shall not be unreasonably withheld, conditioned or delayed.

Allocation of Taxes. For purposes of determining To the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods extent applicable for purposes of this Agreement and within the control of Purchaser and/or CT, Purchaser and CT shall cause any obligation Acquired Entity, Fund Entity and any of their respective Subsidiaries that is treated as a partnership for U.S. federal income Tax purposes to indemnify for Taxes under Section 4.2(b) elect the parties agree closing of the books method to use allocate items of income, gain, loss, deduction and credit through the following conventions: (1) Taxes in the form Closing Date. For any taxable period of interestany Acquired Entity or any of its Subsidiaries that includes, penaltiesbut does not end on, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to (any such taxable period, a “Straddle Period”), the allocation of Taxes that accrued as between the portion of such Straddle Period ending on or before and including the Closing Date and the portion of such Straddle Period beginning after the Closing Date shall be treated made as occurring prior to follows: (i) in the Closing Date; case of Taxes based upon income, gross receipts (2such as sales Taxes) Except for or specific transactions involving Taxes for which other than Taxes based upon income or gross receipts, the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all amount of Taxes that are payable with respect attributable to any Straddle Period, Period shall be determined by closing the books of such Acquired Entity as of the close of business on the Closing Date and by treating the portion of such Tax Straddle Period ending on and including the Closing Date and the portion beginning after the Closing Date as, respectively, separate taxable years (provided, that is attributable any exemptions, allowances or deductions that are calculated on an annual basis (including but not limited to depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period ending after the Closing Date in proportion to the number of days in each such period); and (ii) in the case of Taxes that are determined on a basis other than income, gross receipts or specific transactions, the amount of Taxes shall be allocable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on and including the Closing Date and the portion of the period Straddle Period beginning after the Closing Date using the following conventions: (i) in the case based on a pro ration of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire such Straddle Period. For purposes of clause (1)this Article 8, any item determined on an annual or periodic basis (transaction that takes place after the Closing, including amortization and depreciation deductions and transactions taking place after the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending Closing but on the Closing Date based on Date, shall be considered made after the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle PeriodClosing Date.

Allocation of Taxes. For purposes of determining (a) Seller shall be liable for and shall pay to discharge when due (i) all Taxes relating directly or indirectly to the amount of Purchased Assets that are attributable to any taxable period or portion thereof ending before the Closing Date. Seller shall cause any applicable Tax Return required to be filed with respect to any Taxes that relate described in this Section 8.2(a) to Pre-Closing Tax Periods be prepared and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:duly and timely filed. (1b) With respect to Taxes in relating directly or indirectly to the form of interest, penalties, additions to tax or other additional amounts Purchased Assets that are actually incurred, accrued, assessed or similarly charged attributable to a taxable period that begins before the Closing Date and ends on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any a “Straddle Period”): in the case of Taxes imposed on a periodic basis, the portion of any such Tax that is attributable to the portion of the Straddle Period period ending on before the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated considered to the portion of the period ending on the Closing Date shall be equal the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period taxable period, multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the such taxable period ending that ends on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodtaxable period (provided, however, that if the Tax is based on a valuation that pertains to a Tax period other than that in which the Closing Date occurs, such proration shall be recalculated at such time as actual Tax bills for such period are available, and Buyer and Seller shall cooperate with each other in all respects in connection with such recalculation and pay any sums due in consequence thereof to the party entitled to recover the same). For purposes hereof, Taxes attributable to any period or portion thereof ending before the Closing Date shall include sales, use, value added, goods and services and similar Taxes imposed on sales or gross receipts that accrue or are received prior to the Closing Date, and Taxes attributable to the ownership of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and property during the effects of graduated rates) period before the Closing Date. All other Taxes shall be allocated to apportioned between Seller and Buyer on the portion of assumption that the Straddle Period ending applicable Tax period ended on the Closing Date based Date. The party responsible under applicable Law for filing Tax Returns required to be filed with respect to any Taxes described in this Section 8.2(b) and not described in the immediately preceding sentence (the “Straddle Period Return”) shall cause such Tax Returns to be prepared and duly and timely filed. Such Tax Returns shall be true, correct and accurate in all material respects. For each Straddle Period Return, each of Buyer and Seller shall deliver to the other party, for its review and comment no less than 45 calendar days prior to the applicable filing deadline (taking into account applicable extensions), a copy of the draft return (with copies of any relevant schedules, work papers and other documentation then available). At least 30 calendar days prior to the due date for the filing of such return (including extensions), each of Buyer and Seller shall notify the other party in writing of any objections to any items set forth on such returns, and the parties shall address these objections in accordance with Section 8.2(f). (c) Except as otherwise set forth in this Agreement, to the extent any refunds or credits with respect to Taxes paid by either Buyer or Seller with respect to the Purchased Assets are attributable to taxable years or a portion thereof ending before the Closing Date, such refunds or credits, less either party’s reasonable expenses of obtaining such refunds or credits, shall belong to Seller. Except as provided in the immediately preceding sentence, to the extent that any refunds or credits with respect to Taxes paid by either Buyer or Seller with respect to the Purchased Assets are attributable to taxable years or a portion thereof commencing on or after the Closing Date, such refunds or credits, less either party’s reasonable expenses of obtaining such refunds or credits, shall belong to Buyer. Each of Buyer and Seller shall equitably apportion any refund or credit, net of expenses of obtaining such refunds or credits, with respect to Taxes for any Straddle Period in a manner consistent with the principles set forth in Section 8.2(b). Each of Buyer and Seller shall forward to the other party or reimburse the other party for the amount of such refunds or credits belonging to the other party under this Section 8.2(c) within 30 calendar days after receipt thereof by either Buyer or Seller (as the case may be) (provided that for such purpose, a credit shall be deemed received on the relative number of days in such portion due date for the Taxes it is actually applied against). (d) Without the review and consent of the Straddle Period as compared other party (which consent may not be unreasonably withheld, conditioned or delayed), neither Buyer or Seller nor any of their respective Affiliates shall file or make a formal or informal Claim for refund or file any amended Tax Returns attributable to the number of days in the entire Purchased Assets for any Straddle Period.

Allocation of Taxes. (a) Seller shall be allocated and bear (i) all Asset Taxes attributable to any Tax period ending prior to the Effective Date, and (ii) all Asset Taxes attributable to the portion of any Straddle Period ending immediately prior to the Effective Date; provided, however, with respect to both clauses (i) and (ii), that Purchaser shall be allocated and bear Asset Taxes associated with the Hydrocarbons produced from, or attributable to, the Properties for the period up to but excluding the Effective Date, if the amount earned from the sale is not received by Seller prior to the Cut-Off Date. Purchaser shall be allocated and bear (A) all Asset Taxes attributable to any Tax period beginning on or after the Effective Date, and (B) all Asset Taxes attributable to the portion of any Straddle Period beginning on the Effective Date; provided, however, that Seller (not Purchaser) shall be allocated and bear the portion, if any, of any such Taxes that consist of penalties, interest or additions to tax to the extent attributable to a breach by Seller of the representations set forth in Section 4.3. (b) For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under allocations described in Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.59.1(a), for all (i) Asset Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion severance or production of Hydrocarbons (other than such Asset Taxes described in clause (iii) below) shall be allocated to the period in which the severance or production giving rise to such Asset Taxes occurred, (ii) Taxes that are imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)), shall be allocated to the period in which the transaction giving rise to such Taxes occurred, and (iii) Asset Taxes that are ad valorem, property or other Asset Taxes imposed on a periodic basis pertaining to a Straddle Period ending on the Closing Date shall be allocated between the portion of such Straddle Period ending immediately prior to the period ending on the Closing Effective Date and the portion of the period such Straddle Period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Effective Date shall be the amount of by prorating each such Asset Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending based on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of applicable Straddle Period that occur before the period ending Effective Date, on the Closing Date one hand, and the denominator of which is the number of calendar days in such Straddle Period that occur on or after the entire Straddle PeriodEffective Date, on the other hand. For purposes of clause (1)iii) of the preceding sentence, any item determined the period for such Asset Taxes shall begin on the date on which ownership of the applicable Assets gives rise to liability for the particular Asset Tax and shall end on the day before the next such date. (c) To the extent the actual amount of a Tax is not determinable at the time an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated adjustment to the portion Purchase Price is to be made with respect to such Tax pursuant to Section 2.3 or Section 8.4, Seller and Purchaser shall utilize the most recent information available in estimating the amount of such Tax for purposes of such adjustment. To the Straddle Period ending on extent the Closing Date based on actual amount of a Tax (or the relative number of days amount thereof paid or economically borne by a Party) is ultimately determined to be different than the amount that was taken into account in such portion of the Straddle Period as compared final Purchase Price, timely payments will be made from one Party to the number other to the extent necessary to cause each Party to bear the amount of days in the entire Straddle Periodsuch Tax that is allocable to such Party under this Section 9.1.

Allocation of Taxes. For purposes of determining Except as otherwise ------------------- provided in Section 4.4 hereof relating to Transfer Taxes, ----------- the amount of Seller shall be responsible for and shall promptly pay when due all Taxes that relate levied with respect to the Purchased Assets attributable to the Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Period. All Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable levied with respect to the Purchased Assets for any Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventionsas follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (1)any Tax based upon or related to income or receipts, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) portion allocable to the Pre-Closing Tax Period shall be allocated deemed equal to the portion of amount which would be payable if the relevant Straddle Period ending ended on the Closing Date based Date. Upon receipt of any xxxx for such Taxes relating to the Purchased Assets, the Acquiror, on one hand, and the Seller, on the relative number of days in such portion of the Straddle Period as compared other hand, shall present a statement to the number other setting forth the amount of reimbursement to which each is entitled under this Section 8.12 together with such supporting evidence as ------------ is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that the Acquiror or the Seller shall make any payment for which it is entitled to reimbursement under this Section 8.12, the applicable party shall make such reimbursement promptly but ------------ in no event later than ten (10) days after the entire Straddle Period.presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. 52

Allocation of Taxes. For purposes To the extent permissible under applicable Laws, the Parties agree to elect (and have the Group Companies elect) to have each Tax year of each Group Company end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that any Group Company is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes that relate attributable to Pre-Closing Tax Periods and the portion of the Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged Period ending on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; : (2i) Except for in the case of property Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all other similar Taxes that are payable with respect to any Straddle Periodimposed on a periodic basis, the portion of such Tax that is amount attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between equal the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. ; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes, etc.), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Group Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (1ii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; (B) any Transaction Deduction shall be attributed to the portion of the Straddle Period ending on the Closing Date, to the extent permitted by applicable Law; (C) any item (or Tax) resulting from a Parent Closing Date Transaction shall be attributed to the portion of the Straddle Period beginning after the Closing Date; and (D) for purposes of determining the amount of income or loss attributable to an interest in a pass-through entity (other than a disregarded entity) owned by a Group Company, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the pass-through entity filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology.”

Allocation of Taxes. For purposes of determining (i) Seller shall be responsible for, and shall indemnify and hold the amount of Purchaser and its Affiliates harmless against any liability for Taxes that relate to (A) imposed on the Company for any Pre-Closing Tax Periods and Straddle Periods for purposes Period, (B) of any obligation to indemnify for Taxes under Section 4.2(b) member of an affiliated, consolidated, combined or unitary group of which any of the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged Company was a member on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; , pursuant to U.S. Treasury Regulation Section 1.1502-6 (2or any comparable provision under state, local or non-U.S. Law), to the extent the Company is liable for the Taxes of a Person other than the Company, and (C) Except for Taxes for which the Operating Partnership Company is liable pursuant to any tax sharing agreement in effect immediately prior to the Closing; provided, however, that Seller shall not be liable for, and shall not indemnify Purchaser for any Taxes resulting from transactions or actions taken by Purchaser or the Company on the Closing Date that are taken after the Closing, except for transactions or actions undertaken in the ordinary course of business on the Closing Date (any such Taxes, other than Taxes with respect to transactions undertaken in the ordinary course of business on the Closing Date, a “Closing Date Tax”). (ii) Purchaser shall be responsible hereunder for, and shall indemnify and hold the Seller and its Affiliates harmless against (A) any Liability for Taxes imposed on the Company for any taxable period beginning after the Closing Date and for real estate taxes the portion of any Straddle Period beginning after the Closing Date, (apportioned pursuant to Section 1.5), for all B) any Closing Date Tax and (C) any Transfer Taxes. (iii) In the case of Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date Taxes shall be allocated apportioned between the portion of the period ending deemed to end on the Closing Date and the portion of period deemed to begin on the period beginning after day following the Closing Date using the following conventions: as follows: (iA) in the case of such Taxes resulting fromother than medical device excise tax, or imposed on, net or gross income, Taxes resulting fromsales and use and withholding Taxes, or imposed onon a per diem basis, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts and (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (iiB) in the case of all other such medical device excise tax, income, sales and use and withholding Taxes, as determined from the amount allocated to the portion books and records of the period ending Company as though the taxable year of the Company terminated at the close of business on the Closing Date shall equal Date. (iv) All payments required to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesbe made pursuant to this Section 5.13(a) shall be allocated made within thirty (30) days after such payment is requested in writing by the Party to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in whom such portion of the Straddle Period as compared payment is to the number of days in the entire Straddle Periodbe made.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-periods ending on or before the Closing Tax Periods and Date (or the portions of any Straddle Periods Period ending on the Closing Date) for purposes of any obligation to indemnify for Taxes under Section 4.2(b) 10.1, the parties agree to use the following conventions: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged relate to Taxes for any period ending on or after the Closing Date but that relate to Taxes that accrued (or portion of any Straddle Period ending on or before the Closing Date Date) shall be treated as occurring prior to in a period ending on the Closing Date; Date (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to or the portion of the Straddle Period ending on the Closing Date Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date; (b) Taxes that are payable with respect to any Straddle Period shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person Company filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of on such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall be equal to the amount of Taxes for the entire Straddle Period (determined without regard to any increase in assets or capital occurring after the Closing Date) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes . (c) Taxes imposed on any Company under the Code (and corresponding state and local income Tax provisions) for any year including the Closing Date with respect to activities of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) a Flow Through Entity shall be allocated to the portion of the Straddle Period such Company’s year ending on or before the Closing Date based on to the relative number of days in extent such items are attributable to such portion of the Straddle Period as compared to year using a “closing of the number of days in the entire Straddle Periodbooks” methodology.

Allocation of Taxes. For purposes of determining (i) To the amount of extent not otherwise allocated in this Agreement, Seller shall be responsible for and shall promptly pay when due all Taxes that relate levied with respect to the Conveyed Assets for any Pre-Closing Tax Periods Period that is not part of a Straddle Period, and all refunds of Taxes for such periods shall belong to Seller. (ii) All Taxes (other than income Taxes of Seller and Taxes of Seller in the nature of income Taxes) levied with respect to the Conveyed Assets for any Straddle Periods for purposes Period (collectively, the “Apportioned Obligations”) shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period that are part of such Straddle Period as follows: (A) in the case of any obligation Taxes other than sales, use, transaction or excise Taxes and other similar Taxes, based on the proportion that the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period, respectively, bear to indemnify the total number of days in such Straddle Period, and (B) in the case of any sales, use, transaction or excise Taxes or other similar Taxes, as if the relevant Tax period ended on the Closing Date. Seller shall be liable for the Apportioned Obligations apportioned to the Pre-Closing Tax Period, and Purchaser shall be liable for the Apportioned Obligations apportioned to the Post-Closing Tax Period. (iii) Upon receipt by Purchaser, on the one hand, or Seller, on the other, of any bxxx for Taxes relating to the Conveyed Assets, the party receiving such bxxx (the “Recipient Party”) promptly shall present a statement to the other party (the “Other Party”) setting forth the amount of such Taxes for which the Other Party is liable under this Section 4.2(b6.4(g), together with such supporting evidence as is reasonably necessary to calculate the amount of such Taxes to be apportioned between a Pre-Closing Tax Period and a Post-Closing Tax Period. The apportioned amount of Taxes for which the Other Party is liable shall be paid by the Other Party to the Recipient Party within fifteen (15) days after delivery of such statement to the parties agree Other Party by the Recipient Party. If Seller is liable for an amount of Taxes due on a bxxx received by Purchaser, Purchaser shall have the right to use offset any amount to be paid by Purchaser to Seller hereunder by such amount of Taxes. The Recipient Party shall be responsible for the following conventions:timely payment of the Taxes to which such bxxx relates. In the event that Purchaser, on the one hand, or Seller, on the other, shall make any payment to any Taxing or other authority of any Taxes apportioned to the other party under this Section 6.4(g), the other party shall reimburse the paying party for the amount of such Taxes apportioned to the other party promptly but in no event later than fifteen (15) days after the presentation by the paying party of a statement setting forth the amount of reimbursement to which the paying party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. The portion of any refund of Taxes attributable to amounts apportioned hereunder to and paid or reimbursed by the party not receiving such refund shall be the property of the party not receiving such refund, and the party receiving such refund shall promptly pay to the party not receiving such refund that portion of such refund so attributable. (1iv) Notwithstanding the foregoing, Purchaser shall not be liable for (i) any Taxes in of Seller levied with respect to the form Conveyed Assets attributable to periods (or portions of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued periods) ending on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) any other Taxes (including any and all income Taxes and Taxes in the case nature of all other such income Taxes, the amount allocated to the portion ) of the period ending on the Closing Date shall equal to the amount of Taxes Seller for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodperiods.

Allocation of Taxes. For purposes To the extent permissible under applicable Laws, the Parties agree to elect (and have the Company and each of its Subsidiaries elect) to have each Tax year of the Company and each of its Subsidiaries end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Company or any of its Subsidiaries is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes that relate attributable to Pre-Closing Tax Periods and the portion of the Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged Period ending on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; : (2i) Except for in the case of property Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all other similar Taxes that are payable with respect to any Straddle Periodimposed on a periodic basis, the portion of such Tax that is amount attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between equal the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. ; and (ii) in the case of all other Taxes (including but not limited to Income Taxes, sales Taxes, employment Taxes, and withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company or applicable Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause applying the foregoing, (1), A) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated ratesdeductions) for Income Tax purposes shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit from a transaction contemplated by §9(h) shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) any item of deduction attributable to any Transaction Costs shall (to the extent paid by Seller and its Affiliates) be allocated to the portion of the Straddle Period ending on the Closing Date.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Tax Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) this Agreement, the parties Parties agree to use the following conventions: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the applicable Closing Date but that relate related to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the such Closing Date;; and (2b) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for For all Taxes that are payable with respect to any Straddle Tax Period, the portion of such Tax that is attributable to the portion of the Straddle Tax Period ending on the applicable Closing Date shall be allocated between the portion of the period ending on the such Closing Date and the portion of the period beginning after the such Closing Date using the following conventions: : (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of real and personal property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Tax Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Tax Period. For purposes ; and (ii) in the case of clause (1)all other Taxes, any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Tax period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Tax Period ending on the Closing Date based on the relative number of days in such portion using a “closing of the Straddle Period as compared to the number books” methodology for allocating items of days in the entire Straddle Periodsuch Tax Return.

Allocation of Taxes. For purposes (a) The PE Shareholders shall pay all Taxes of determining the amount of Taxes that relate Personal Electronics allocable to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged period ending on or before December 31, 1996 whether such Taxes are due before or after Closing. Subject to the Closing Date but that relate provisions below, the Taxes allocable to Taxes that accrued any period ending on or the day before the Closing Date (a "Pre-Closing Period") shall be treated as occurring prior to determined on the basis of a closing of the books of Personal Electronics at the end of the day before the Closing Date;. (2b) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes For purposes of paragraph (apportioned pursuant to Section 1.5a), Taxes allocable to a Pre-Closing Period shall be determined in accordance with Section 1362 of the Code and the regulations thereunder. (c) Personal Electronics shall include the income, gain, loss, deductions, credits, estimates, withholding amounts, tax information and similar items (collectively "Tax Items") of Personal Electronics for federal income tax purposes for all Pre-Closing Periods in the federal income tax return filed by Personal Electronics. Personal Electronics shall take no position on such returns that is materially inconsistent with past practice and that would materially adversely affect Parent or Personal Electronics after the Closing Date. The PE Shareholders shall prepare and deliver to Parent prior to filing, a draft return that demonstrates the activities and Tax Items of Personal Electronics for any other Pre-Closing Period if requested by Parent. (d) To the extent any determination of Taxes that are payable with respect to any Straddle PeriodPersonal Electronics, whether as the result of an audit or examination, a claim for refund, the portion filing of an amended return, the application of an overpayment as an offset, or otherwise, results in a refund of Taxes paid by Personal Electronics (a "Refund"), the PE Shareholders shall be entitled to any part of such Tax that is Refund attributable to a Pre-Closing Period (but only to the extent that the Refund amount that would otherwise be payable to the PE Shareholders exceed the amount for that Refund as reflected on the Closing Date Balance Sheet) and Parent shall be entitled to the balance of such Refund. The party receiving a Refund shall, within 10 days after receipt, pay over to the other party the portion of the Straddle Period ending on Refund to which the other party is entitled under this paragraph (along with a proportionate share of any interest amounts received with the Refund). (e) The PE Shareholders and Parent agree to give prompt notice to each other of any proposed adjustment to Taxes for any Pre-Closing Date Period. The PE Shareholders and Parent shall cooperate with each other in the conduct of any audit or other proceedings involving Personal Electronics for such periods and each may participate at its own expense, provided that Parent shall have the right to control the conduct of any such audit or proceeding. (f) The PE Shareholders and Parent agree to furnish or cause to be allocated between furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to Personal Electronics as is reasonably necessary for the portion preparation of the period ending on the Closing Date any Return, claim for refund or audit, and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, prosecution or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual defense of any amounts (includingclaim, without limitation, dividends, interest, suit or wages), the amount allocated proceeding relating to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodproposed adjustment.

Allocation of Taxes. For purposes of determining All personal property taxes and similar ad valorem obligations levied with respect to the amount of Taxes Transferred Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Sellers and Buyer as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Period as compared period on and prior to the Closing Date (“Pre-Closing Tax Period”) and the number of days of such taxable period included in the entire Straddle period commencing after the Closing Date (the “Post-Closing Tax Period”). Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Sellers and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Sellers shall notify Buyer upon receipt of any bxxx for personal property taxes relating to the Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bxxx to Buyer, and Buyer shall pay the same to the appropriate taxing authority; provided, however, that if such bxxx covers any part of the Pre-Closing Tax Period, Sellers shall also remit to Buyer prior to the due date of assessment payment for the proportionate amount of such bxxx that is attributable to the Pre-Closing Tax Period. In the event that Sellers or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) 12.1 the parties agree to use the following conventions: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2b) Except for Transfer Taxes and any other Taxes for which the Operating Partnership Purchaser is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.59.1), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1i), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects affects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period.

Allocation of Taxes. For purposes of determining Seller shall pay or cause to be paid, directly to the amount of taxing authority, all ad valorem or similar real and personal property taxes assessed on the Real Property Interests and Equipment, as applicable (“Real and Personal Property Taxes”), with respect to all periods before the fiscal tax year during which the Closing occurs (the “Current Tax Year”). Buyer shall pay or cause to be paid directly to the taxing authority all Real and Personal Property Taxes that relate assessed with respect to Pre-Closing any period after the Current Tax Periods and Straddle Periods for purposes of any obligation Year. Seller agrees to indemnify and hold Buyer harmless for all Taxes under Section 4.2(barising out of, accruing, incident, relating to, or in connection with Seller or Seller’s Affiliates’ failure to pay Taxes attributable or allocable to the Purchased Assets (excluding any sales or transfer Taxes to the extent arising from the sale and purchase of the Purchased Assets) the parties agree attributable to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring accruing during periods prior to the Closing Date; (2) Except for . The Parties shall each pay a share of any Real and Personal Property Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion Current Tax Year as follows: each Party’s share of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date taxes shall be the amount of Tax that would be payable for such portion fraction of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative total number of days in such portion fiscal tax year that such Party owned the Purchased Assets, as applicable with, for the avoidance of doubt, Buyer treated as owning the Straddle Period as compared Purchased Assets on and after the Closing Date. At Closing, Seller shall issue Buyer a credit or charge to the number Purchase Price based on Seller’s estimated share of current year taxes, real or personal, reduced by any property taxes paid by Seller prior to closing. All tax bills received after closing will be paid by Buyer directly to the taxing authorities prior to any delinquency date. Any tax bills received by Seller shall be promptly forwarded to Buyer for payment. Within thirty (30) days in after receiving all tax bills related to the entire Straddle Periodcurrent tax year, Buyer shall determine the total amount of actual taxes paid directly to taxing authorities by both Buyer and Seller and shall calculate Seller’s share according to this Section 11.2. If Seller’s actual share of taxes exceeds the Seller’s estimated share of current year taxes calculated at closing, then Buyer shall xxxx Seller for the underpayment. If Seller’s actual share of taxes is less than the Seller’s estimated share of current year taxes calculated at closing, then Buyer shall pay Seller for the overpayment.

Allocation of Taxes. For purposes of determining (i) Except as otherwise provided in this Section 6.7, the amount of Sellers shall be responsible for, and shall timely pay, all Taxes that relate levied with respect to the Purchased Assets and the Product Business attributable to the Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions:Period. (1ii) Non-Income Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date for any Straddle Period shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventions: Tax Period as follows: (iA) in the case of such personal property Taxes, real property Taxes resulting from, or imposed on, net or gross income, and any other Taxes resulting from, or imposed on, any sale, receiptother than sales, use, transfer transaction or assignments of property or excise Taxes and other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)similar Taxes, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes , and (B) in the case of clause (1)any sales, any item determined on an annual use, transaction or periodic basis (including amortization and depreciation deductions and excise Taxes or other similar Taxes, the effects of graduated rates) portion allocable to the Pre-Closing Tax Period shall be allocated deemed equal to the portion of amount which would be payable if the relevant Straddle Period ending ended on the Closing Date based Date. The Sellers shall be liable for Non-Income Taxes apportioned to the Pre-Closing Tax Period, and the Buyer shall be liable for Non-Income Taxes apportioned to the Post-Closing Tax Period. (iii) Upon receipt by the Buyer, on the relative number one hand, or a Seller, on the other, of any bxxx for Taxes relating to the Purchased Assets or the Product Business, the Party receiving such bxxx (the “Recipient Party”) promptly shall present a statement to the other Party (the “Other Party”) setting forth the amount of such Taxes for which the Other Party is liable under this Section 6.7(e), together with such supporting evidence as is reasonably necessary to calculate the amount of such Taxes. The apportioned amount of Taxes for which the Other Party is liable shall be paid by the Other Party to the Recipient Party within 15 days after delivery of such statement to the Other Party by the Recipient Party. The Recipient Party shall be responsible for the timely payment of the Taxes to which such bxxx relates. In the event that a Party shall make any payment to any Taxing or other authority of any Taxes apportioned to the Other Party under Section 6.7(e), the Other Party shall reimburse the paying Party for the amount of such Taxes apportioned to the Other Party promptly but in no event later than 15 days after the presentation by the paying Party of a statement setting forth the amount of reimbursement to which the paying Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. The portion of any refund of Taxes attributable to amounts apportioned hereunder to and paid or reimbursed by the Straddle Period as compared Party not receiving such refund shall be the property of the Party not receiving such refund, and the Party receiving such refund shall promptly pay to the number Party not receiving such refund that portion of days in the entire Straddle Periodsuch refund so attributable.

Allocation of Taxes. For purposes of determining Except as otherwise provided in Section ------------------- ------- 4.4 hereof relating to Transfer Taxes, the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date Seller shall be treated as occurring prior to the Closing Date; (2) Except responsible for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for --- shall promptly pay when due all Taxes that are payable levied with respect to any Straddle Period, the portion of such Tax that is Purchased Assets or the Gestiva Business attributable to the portion of Pre-Transfer Tax Period. All Taxes levied with respect to the Purchased Assets or the Gestiva Business for the Straddle Period ending on the Closing Date shall be allocated apportioned between the portion of the period ending on the Closing Date Pre-Transfer Tax Period and the portion of the period beginning after the Closing Date using the following conventionsPost-Transfer Tax Period, as follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Closing Date Pre-Transfer Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Transfer Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Transfer Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Transfer Date. For purposes Upon receipt of clause (1)any xxxx for such Taxes relating to the Purchased Assets or the Gestiva Business, any item determined the Acquiror, on an annual or periodic basis (including amortization and depreciation deductions one hand, and the effects Seller, on the other hand, shall present a statement to the other setting forth the amount of graduated rates) reimbursement to which each is entitled under this Section 8.10 together with ------------ such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be allocated paid by the party owing it to the portion other within ten (10) days after delivery of such statement. In the Straddle Period ending on event that the Closing Date based on Acquiror or the relative number Seller shall make any payment for which it is entitled to reimbursement under this Section 8.10, the applicable party shall make such ------------ reimbursement promptly but in no event later than ten (10) days after the presentation of days in a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such portion supporting evidence as is reasonably necessary to calculate the amount of the Straddle Period as compared to the number of days in the entire Straddle Periodreimbursement.

Allocation of Taxes. For purposes of determining (i) To the amount of Taxes that relate to Pre-Closing extent permitted or required under applicable Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interestLaws, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior the last day of a taxable period with respect to the Closing Date;Company. (2ii) For all purposes of this Agreement, including Section 8.2: (A) Except for as otherwise provided herein, any Taxes for which a taxable period beginning before the Operating Partnership is responsible hereunder Closing Date and for real estate taxes ending after the Closing Date (apportioned pursuant to Section 1.5), for all Taxes that are payable the “Straddle Period”) with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date Company Entity shall be allocated apportioned between the portion of the period ending on the Closing Date and the portion of the period beginning after commencing on the day immediately following the Closing Date, based on the actual operations of the Company, as the case may be, by a closing of the books of the Company, as if the Closing Date using were the following conventions: (i) in the case end of a Tax year, and each such 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 resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments attributable to the two portions of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wagesa taxable period pursuant to this Section 5.8(c), the amount of any item that is taken into account only once for each taxable period (e.g., the benefit of exemption amounts, etc.) shall be allocated between the two portions of the period in proportion to the number of days in each portion. (B) In the case of any Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, or any real property, personal property or similar ad valorem Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of the such taxable period ending on the Closing Date shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period taxable period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the taxable period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodtaxable period.

Allocation of Taxes. For purposes of determining the amount of Taxes Buyer and Seller agree that relate if a Company Group Entity is permitted but not required under applicable Tax Laws to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after treat the Closing Date but that relate as the last day of a Tax period, Buyer and Seller shall elect to Taxes that accrued on or before treat such day as the Closing Date shall be treated as occurring prior to last day of a Tax period. In the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any case of a Straddle Period, the portion of Taxes attributable to such Straddle Period that are allocated to the Pre-Closing Tax that is Period of such Straddle Period shall be determined as follows: (i) the amount of any Taxes based on or measured by income, gains or receipts, or any Taxes other than Property Taxes, of the Company Group attributable to the portion Pre-Closing Tax Period of such Straddle Period will be determined based on an interim closing of the Straddle Period ending books as of the close of business on the Closing Date shall be allocated between (which, for the portion avoidance of doubt, will allocate to the period ending on Pre-Closing Tax Period the Closing Date and the portion amount of the period beginning after the Closing Date using the following conventions: any sales or similar Taxes arising from transactions occurring (i) or in the case of such Taxes resulting froman assessment based on an estimation or projection, deemed by the assessing Governmental Authority to occur) on or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated prior to the portion of the period ending on the Closing Date shall be Date); and (ii) the amount of Tax that would be payable for such portion any real property, personal property, ad valorem or similar Taxes (“Property Taxes”) of the Company Group attributable to the Pre-Closing Tax Period of such Straddle Period if such Person filed a separate Tax Return with respect will be deemed to such Taxes or Taxes solely for be the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items total amount of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Property Taxes for the entire Straddle Period multiplied by a fraction fraction, (A) the numerator of which is the number of calendar days in the portion of the period ending on Straddle Period up to and including the Closing Date Date, and (B) the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative total number of days in such portion Straddle Period. For the avoidance of doubt, no election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii) to ratably allocate the Company Group’s items. For purposes of the Straddle Period as compared Texas franchise Tax, the taxable period shall be the accounting period with respect to which the number Tax is calculated, and not the privilege period for which the right to do business is obtained by payment of days in the entire Straddle PeriodTax.

Allocation of Taxes. For purposes Seller and Purchaser shall, unless prohibited by applicable state, Commonwealth of determining Puerto Rico or local Law, cause the Companies and the Subsidiaries to close their Income Tax period on the Closing Date. If applicable Law does not permit the Companies and the Subsidiaries to close their Income Tax period on the Closing Date, the amount of Income Taxes that relate allocable to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable period ending on the Date shall be deemed equal to the portion amount that would be payable if the relevant taxable period ended on the Closing Date. Any allocation of income or deductions required to determine any Income Taxes relating to such period shall be taken into account as though the Straddle Period ending relevant taxable period ended on the Closing Date and by means of a closing of the books and records of the Companies and the Subsidiaries on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using in proportion to the following conventions: (i) number of days in the case of each such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)period. Neither Seller, the amount allocated Companies, the Subsidiaries nor Purchaser shall make an election under Treasury Regulation Section 1.1502-76(b)(2)(ii) (or any similar provision of state, Commonwealth of Puerto Rico or local tax law) to ratably allocate Tax items for any year or taxable period that includes the portion of the period ending Closing Date. All other Taxes attributable to taxable periods that include but do not end on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such allocated as follows: (i) real, personal and intangible property Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) shall allocated in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared proportion to the number of days in each such period and (ii) Taxes (other than Income Taxes and Taxes subject to clause (i) immediately above) shall be computed as if such taxable period ended as of the entire Straddle Periodclose of business on the Closing Date.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b(a) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date Seller shall be treated as occurring responsible for, and shall pay (or accrue for the payment of), any and all Taxes arising or resulting from the conduct of the Business or the ownership of the Assets prior to the Closing Date;. (2b) Except Purchaser shall be responsible for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for shall pay any and all Taxes that are payable with respect to any Straddle Period, arising or resulting from the portion of such Tax that is attributable to the portion conduct of the Straddle Period ending Business or the ownership of the Assets on and after the Closing Date, excluding, without limitation, all Taxes arising or resulting from the sale of the Business and the Assets on the Closing Date pursuant to this Agreement. (c) All state, county or local real and personal property Tax or other similar ad valorem state, county or local Tax on the Assets for the then current calendar year or other current Tax period not yet due and payable shall be allocated between the portion prorated as of the period ending on Closing Date. If the Closing Date and occurs prior to the portion receipt by Seller of the Tax xxxx for the calendar year or other applicable tax period beginning after in which the Closing Date using occurs, Purchaser and Seller shall prorate such Taxes for such calendar year or other applicable Tax period based upon the following conventions: (i) in most recent ascertainable assessed values and applying the case Tax rates for the previous calendar year or other applicable Tax period. Seller shall accrue or pay Seller's proportionate amount of such Taxes resulting fromfrom the beginning of such calendar year or other applicable Tax period to the Closing Date, or imposed onand Purchaser shall assume liability for all such Taxes accrued by Seller as of the Closing Date, net or gross incomeon Seller's Closing Balance Sheet, as provided in AGREEMENT AND PLAN OF REORGANIZATION PAGE 44 Section 4.1 (a). Further, Purchaser shall assume liability for and pay all Taxes resulting fromprorated to Purchaser and all Taxes which otherwise are not yet due and payable as of the Closing Date. (d) Seller shall be responsible for all transfer, or imposed ondocumentary, any sale, receiptsales, use, stamp, registration, value added and other such Taxes and fees (including any penalties, interest or additions to Tax) incurred in connection with this Agreement (including any real property transfer or assignments of property or Tax and any similar Tax). Seller shall, at its own expense, file all necessary returns, reports and other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return documentation with respect to all such Taxes and fees. (e) Purchaser shall be responsible for all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties, interest or Taxes solely for additions to Tax) incurred in connection with the portion issuance of the Straddle Period ending on the Closing Date using a “closing Purchaser Stock or any shares of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated Purchaser Stock issued pursuant to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodthis Agreement.

Allocation of Taxes. For purposes (a) The UIHH Shareholder shall pay all Taxes of determining the amount of Taxes that relate UIHH allocable to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged period ending on or before February 28, 1998, whether such Taxes are due before or after Closing. Subject to the Closing Date but that relate provisions below, the Taxes allocable to Taxes that accrued any period ending on or the day before the Closing Date (a "Pre-Closing Period") shall be treated as occurring prior determined on the basis of a balance sheet of UIHH at the end of the day before the Closing Date (the "Closing Date Balance Sheet"). (b) For purposes of paragraph (a), Taxes allocable to a Pre-Closing Period shall be determined in accordance with Section 1362 of the Code and the regulations thereunder. (c) UIHH shall include the income, gain, loss, deductions, credits, estimates, withholding amounts, tax information and similar items (collectively "Tax Items") of UIHH for federal income tax purposes for all Pre-Closing Periods in the federal income tax Return filed on behalf of UIHH. UIHH shall take no position on such Returns that is materially inconsistent with past practice and that would materially adversely affect Parent or UIHH after the Closing Date;. The UIHH Shareholder shall prepare and deliver to Parent prior to filing, a draft Return that demonstrates the activities and Tax Items of UIHH for any other Pre-Closing Period if requested by Parent. (2d) Except for To the extent any determination of Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle PeriodUIHH, whether as the result of an audit or examination, a claim for refund, the portion filing of an amended return, the application of an overpayment as an offset, or otherwise, results in a refund of Taxes paid by UIHH (a "Refund"), the UIHH Shareholder shall be entitled to any part of such Tax that is Refund attributable to a Pre-Closing Period (but only to the extent that the Refund amount that would otherwise be payable to the UIHH Shareholder exceed the amount for that Refund as reflected on the Closing Date Balance Sheet) and Parent shall be entitled to the balance of such Refund. The party receiving a Refund shall, within 10 days after receipt, pay over to the other party the portion of the Straddle Period ending on Refund to which the other party is entitled under this paragraph (along with a proportionate share of any interest amounts received with the Refund). (e) The UIHH Shareholder and Parent agree to give prompt notice to each other of any proposed adjustment to Taxes for any Pre-Closing Date Period. The UIHH Shareholder and Parent shall cooperate with each other in the conduct of any audit or other proceedings involving UIHH for such periods and each may participate at its own expense, provided that Parent shall have the right to control the conduct of any such audit or proceeding. (f) The UIHH Shareholder and Parent agree to furnish or cause to be allocated between furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books and records) relating to UIHH as is reasonably necessary for the portion preparation of the period ending on the Closing Date any Return, claim for refund or audit, and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, prosecution or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual defense of any amounts (includingclaim, without limitation, dividends, interest, suit or wages), the amount allocated proceeding relating to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Periodproposed adjustment.

Allocation of Taxes. For purposes (a) Allocation of determining Straddle Period Taxes. Northern Border and ONEOK shall, to the amount extent permitted by applicable Tax Law and except as otherwise provided herein, elect with the relevant Tax Authority to close the Tax Period of Taxes that relate to Pre-Closing Tax Periods the Entities as of and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to including the Closing Date; (2) Except for . Subject to the preceding sentence, in the case of Taxes for which attributable to the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes Entities that are payable with respect to any Straddle Period, Period the portion of any such Tax Taxes that is attributable are allocable to the portion of the Straddle Period ending on the Closing Date shall shall: (1) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment of property (real or personal, tangible or intangible) be allocated between deemed equal to the portion of amount that would be payable if the period ending Tax year ended on and included the Closing Date and (2) in the portion case of Taxes (other than those described in clause (i)) imposed on a period basis with respect to the business or assets of the period beginning after Entities or otherwise measured by the Closing Date using level of any item, be deemed to be the following conventions: amount of such Taxes for the entire Straddle Period (i) or, in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)determined on an arrears basis, the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period immediately preceding Tax Period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle PeriodPeriod (the "Part-Year Fraction"). For purposes of clause (1)) of the preceding sentence, any exemption, deduction, credit or other item determined that is calculated on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times the Part-Year Fraction. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5(a) shall be computed by reference to the level of such items on the relative number Closing Date. ONEOK shall be responsible for and shall pay any Taxes (in excess of days in such any applicable accruals therefor included within the calculation of Final Closing Working Capital) allocable to the portion of the Straddle Period as compared ending on the Closing Date and Northern Border shall be responsible for and shall pay any Taxes allocable to the number portion of days in the entire Straddle PeriodPeriod after the Closing Date.

Allocation of Taxes. For purposes of determining (a) All real property taxes, personal property taxes and similar ad valorem obligations levied with respect to the amount of Taxes that relate to Pre-Closing Tax Periods Purchased Assets and Straddle Periods -- ------- the Leased Facilities for purposes of any obligation to indemnify for Taxes under Section 4.2(ba taxable period which includes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Seller and the portion Buyers as of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. The Seller shall be liable for, and shall pay or reimburse the Buyers for the payment of, the proportionate amount of such taxes that is attributable to the Pre-Closing Tax Period, and the Buyers shall be liable for, and shall pay or reimburse the Seller for the payment of, the proportionate amount of such taxes that is attributable to the Post-Closing Tax Period. Any amount to be paid or reimbursed by the Seller or the Buyers pursuant to this Section 7.05(a) may be reflected as an appropriate credit in any closing statement at the Closing. In the event that either the Seller or the Buyers shall make any payment for which the Seller or the Buyers, as the case may be, are entitled to reimbursement under this Section 7.05(a), the other party shall make such reimbursement promptly but in no event later than thirty day, after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled together with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) To the extent permitted by applicable law, each of the Seller and the Buyers timely shall pay one-half of the aggregate of (i) all transfer, documentary, sales, use, excise and other similar Taxes assessed upon or with respect to the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and the sublease of the Leased Facilities to the Buyers, and (ii) all recording and filing fees with respect to any Transaction Document and any related financing statements and otherwise with respect to the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and the sublease of the Leased Facilities to the Buyers.

Allocation of Taxes. For purposes of determining (a) Subject to Section 6.06 regarding Transfer Taxes, Sellers shall be responsible for and shall promptly pay when due all Taxes levied with respect to the amount of Taxes that relate Company attributable to the Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date Period. The Purchaser shall be treated as occurring prior to the Closing Date; (2) Except responsible for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for shall promptly pay when due all Taxes that are payable levied with respect to any Straddle Period, the portion of such Tax that is Company attributable to the portion of Post-Closing Tax Period. All Taxes levied with respect to the Company for the Straddle Period ending on the Closing Date shall be allocated apportioned between the portion of the period ending on the Pre-Closing Date Tax Period and the portion of the period beginning after the Post-Closing Date using the following conventionsTax Period, as follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes ; (ii) in the case of clause (1)any Tax based upon or related to income or receipts, any item determined on an annual or periodic basis (including amortization and depreciation deductions and payroll Taxes, the effects of graduated rates) portion allocable to the Pre-Closing Tax Period shall be allocated deemed equal to the portion of amount which would be payable if the relevant Straddle Period ending ended on the Closing Date; and (iii) all transactions not in the ordinary course of business occurring on the Closing Date based and after the purchase of the Securities at the Closing as a result of any act or omission of the Purchaser or any of its Affiliates shall be considered to have occurred during the Post-Closing Tax Period and shall be reported on the relative number of days in such portion Tax Returns of the Straddle Period as compared Purchaser (or its Affiliates). (b) Upon receipt of any xxxx for such Taxes relating to the number Securities or the Company, the Purchaser and the Sellers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.02 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. In the event that the Purchaser or the Sellers shall make any payment for which it is entitled to reimbursement under this Section 6.02, the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the entire Straddle Periodpresentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Notwithstanding the foregoing, (1) no Purchaser Indemnified Party shall be liable for (i) any Taxes of Sellers or the Company levied with respect to the Securities or the Company attributable to Pre-Closing Tax Periods, or (ii) any other Taxes of Sellers or their Affiliates for any periods, and (2) the Sellers shall not be liable for (i) any Taxes of the Company attributable to Post-Closing Tax Periods, or (ii) any other Taxes of the Purchaser or its affiliates for any periods.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Except as provided in Section 4.2(b8(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle PeriodTransfer Taxes, Farallon shall be responsible for and shall promptly pay when due all Taxes levied with respect to the portion BSC Interests and the assets of such Tax that is BSC attributable to the portion Pre-Effective Tax Period. Allergan shall be responsible for and shall promptly pay when due all Taxes levied with respect to the BSC Interests and the assets of BSC attributable to the Post-Effective Tax Period. Allergan shall be responsible for and shall prepare and file in a timely manner all Straddle Period Tax Returns for BSC that BSC is required to file from and after the Effective Time. All Taxes levied with respect to the BSC Interests and the assets of BSC for the Straddle Period ending on the Closing Date shall be allocated apportioned between the portion of the period ending on the Closing Date Pre-Effective Tax Period and the portion of the period beginning after the Closing Date using the following conventionsPost-Effective Tax Period, as follows: (i) in the case of such any Taxes resulting from, other than Taxes based upon or imposed on, net related to income or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages)receipts, the amount allocated portion allocable to the portion of the period ending on the Closing Date Pre-Effective Tax Period shall be deemed to be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Tax period ending on the Closing Date date of the Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Pre-Effective Tax Period shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended at the close of business on the date of the Effective Time. For purposes Upon receipt of clause any bill for such Taxes relating to the BSC Interests or the assets of BSC, Xxrallon and Allergan shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 8(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within fifteen (115) business days after delivery of such statement. In the event that Farallon or Allergan shall make any payment for which it is entitled to reimbursement under this Section 8(a), any item determined on an annual or periodic basis the applicable party shall make such reimbursement promptly but in no event later than fifteen (including amortization 15) business days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Notwithstanding the foregoing, (x) none of Allergan and depreciation deductions its affiliates and the effects of graduated rates) their respective officers, directors, managers, members and agents shall be allocated liable for (i) any Taxes of Farallon or BSC levied with respect to the portion BSC Interests or the assets of the Straddle Period ending on the Closing Date based on the relative number BSC attributable to Pre-Effective Tax Periods, or (ii) any other Taxes of days in such portion Farallon for any periods, and (y) none of the Straddle Period as compared Farallon and its affiliates and their respective officers, directors, managers, members and agents shall be liable for (i) any Taxes of Allergan or BSC levied with respect to the number BSC Interests or the assets of days in the entire Straddle PeriodBSC attributable to Post-Effective Tax Periods, or (ii) any other Taxes of Allergan for any periods.

Allocation of Taxes. For purposes With respect to Straddle Periods, to the extent permitted under applicable Law and this Agreement, the Buyer and each Seller shall elect to have the Tax period of each Group Company end on, and include, the Closing Date. If applicable Law does not permit such Group Company to treat the Closing Date (or the portion thereof prior to the Closing) as the last day of the relevant taxable year or period, then the Buyer and each Seller agree to utilize the following conventions for determining the amount of Taxes that relate attributable to Pre-Closing Tax Periods and the portion of a Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged Period ending on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; : (2i) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Periodproperty Taxes, ad valorem Taxes, and other similar Taxes imposed on a periodic basis the portion of such Tax that is amount attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between equal the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the period ending that is prior to and ends on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause Period and (1ii) with respect to all other Taxes (including income Taxes, sales or use Taxes, employment Taxes, and withholding Taxes), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated amount attributable to the portion of the Straddle Period ending that ends on the Closing Date based on shall be determined as if the relative number of days in applicable Group Company filed a separate Return with respect to such Taxes for such portion of the Straddle Period using a “closing of the books” methodology (i.e., as compared of the end of the Closing Date) (and for such purpose, the taxable period of any “controlled foreign corporation” (within the meaning of Section 957 of the Code) and any partnership or other pass-through entity shall be deemed to terminate at such time). For the number avoidance of days in doubt, TreeHouse shall be permitted to file, and shall file, U.S. federal, state and local consolidated income Returns that include TreeHouse or any of its Subsidiaries, on the entire Straddle one hand, and one or more Group Companies, on the other hand, and that relate to a Pre-Closing Tax Period.

Allocation of Taxes. For purposes of determining the amount of (a) Seller shall pay any Taxes that relate with respect to all Pre-Closing Tax Periods Periods. Without limiting the foregoing, Seller shall be solely liable and Straddle Periods responsible for purposes any and all Taxes as a result of the transactions contemplated by this Agreement. In the case of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Tax Period, the portion amount of such any Taxes for the Pre-Closing Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting fromad valorem or property Taxes, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated be deemed to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction fraction, the numerator of which is the number of calendar days in during the portion of the period ending on Straddle Period before and including the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. For purposes , and (ii) in the case of clause (1), any item all other Taxes be determined based on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion interim closing of the Straddle Period ending books as of the close of business on the Closing Date. (b) Buyer, the Companies and Seller shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 10 and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller agree (A) to retain all books and records with respect to Tax matters pertinent to the Companies relating to any Tax period beginning before the Closing Date based on until the relative number of days in such portion expiration of the Straddle Period as compared statute of limitations (and, to the number extent notified by Buyer or Seller, any extensions thereof) of days the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Body; (B) to retain all documents and other records for the appropriate period of time as set forth in Regulation Section 1.6011-4(g) which relate to any Reportable Transaction in which the entire Straddle PeriodCompanies have participated prior to the Closing Date and (C) to give the other parties reasonable written notice prior to transferring, destroying or discarding any such books and records and, if another party so requests, to allow the other party to take possession of such books and records. (c) Buyer and Seller further agree, upon request, to use commercially reasonable efforts to obtain any certificate or other document from any Governmental Body or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). (d) Buyer and Seller further agree, upon request, to provide the other party with all information that either party may be required to report pursuant to Section 6043 of the Code and all Regulations promulgated thereunder.

Allocation of Taxes. For purposes of determining All real and personal property taxes and similar ad valorem obligations levied with respect to the amount of Taxes Transferred Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Seller and Buyer as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Period as compared period on and prior to the Closing Date ("PRE-CLOSING TAX PERIOD") and the number of days of such taxable period included in the entire Straddle period commencing after the Closing Date (the "POST-CLOSING TAX PERIOD"). Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Seller and Buyer shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bill for personal property taxes relating to the Transferred Axxxxs, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such bill to Buyer, and Buyer shall pay the same to the appropriate xxxing authority, provided that if such bill covers any part of the Pre-Closing Tax Period, Seller shaxx xlso remit to Buyer prior to the due date of assessment payment for the proportionate amount of such bill that is attributable to the Pre-Closing Tax Period. In xxx event that Seller or Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3, the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 6.3 and not made within ten (10) days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Allocation of Taxes. For purposes (a) Penreco will, to the extent permitted by applicable Law, elect with the appropriate taxing authority to close the taxable periods of determining Penreco as of and including the amount Closing Date. In any case where applicable Law does not require or permit a taxable period of Penreco to be closed as of and including the Closing Date, any Tax pertaining to a tax period beginning before the Closing Date and ending after the Closing Date (a “Straddle Period”) shall be determined in accordance with the applicable provisions of Section 8.5(b) hereof. (b) In the case of any Tax pertaining to a Straddle Period and which is based on income, sales, revenue, production or similar items or other Taxes that relate not described in the next sentence, the portion of Tax pertaining or attributable to Penreco for the Pre-Closing Tax Periods and Period of a Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date Period shall be treated determined on the basis of an interim closing of the books as occurring prior to of and including the Closing Date; . Any other Taxes (2other than ad valorem Taxes described in Section 2.6) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect assessed against or pertaining to any asset or operations of the Company for a Straddle Period, the portion Period shall be prorated between Sellers and Purchaser in accordance with this Section 8.5(b). The total amount of any such Tax that is attributable Taxes allocable to the portion of the Straddle Pre-Closing Tax Period ending on the Closing Date shall be allocated between the portion product of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in such Tax for the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion entirety of the Tax period ending on including the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and Date, multiplied by (ii) in the case of all other such Taxesa fraction, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the such Tax period ending on prior to and including the Closing Date Date, and the denominator of which is the total number of calendar days in the entire Straddle PeriodTax period. For purposes of clause (1)Similarly, with respect to any item determined credits relating to a taxable period that begins before and ends after the Closing Date but not based on an annual or periodic basis (including amortization interim closing calculation, the portion of such credits that is allocable to the Pre-Closing Tax Period shall in the case of any credit arising from any Taxes be deemed to be the amount of such credit for the entire taxable year and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative product of (i) such Tax for the entirety of the Tax period including the Closing Date, multiplied by (ii) a fraction, the numerator of which is the number of days in such portion Tax period prior to and including the Closing Date, and the denominator of which is the Straddle Period as compared to the total number of days in the entire Straddle PeriodTax period.

Allocation of Taxes. For purposes of determining All personal property taxes and similar ad valorem obligations levied with respect to the amount of Taxes Purchased Assets for a taxable period that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(bincludes (but does not end on) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated apportioned between Credence and Newco as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable with respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and (ii) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Pre-Closing Tax Period as compared to and the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. Credence shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Newco shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, Credence and Newco shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.10(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Credence shall notify Newco upon receipt of any xxxx for personal property taxes relating to the Purchased Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to Newco who shall pay the same to the appropriate taxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, Credence shall also remit prior to the due date of assessment to Newco payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either Credence or Newco shall thereafter make a payment for which it is entitled to reimbursement under this Section 5.10(b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.10(b) and not made when due shall bear interest at the rate of ten percent (10%) per annum.

Allocation of Taxes. For purposes of determining the amount of Taxes that relate to Pre-Closing Tax Periods (a) All personal property taxes and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventions: (1) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date shall be treated as occurring prior to the Closing Date; (2) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5), for all Taxes that are payable similar ad valorem obligations levied with respect to any Straddle Period, the portion of such Tax U.S. ProTurf Assets that is attributable to accrue during the portion of the Straddle Period ending Sellers' taxable period that ends on the Closing Date shall be allocated between the portion of the period ending on the Closing Date paid by Sellers. All personal property taxes and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated similar ad valorem obligations levied with respect to the portion of the U.S. ProTurf Assets that accrue during Buyers' taxable period ending on that begins after the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return paid by Buyers. All personal property taxes and similar ad valorem obligations levied with respect to such Taxes or Taxes solely the U.S. ProTurf Assets that accrue for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items of such Tax Return; and taxable period which includes (iibut does not end on) in the case of all other such Taxes, the amount allocated to the portion of the period ending on the Closing Date shall equal to the amount of Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending be apportioned between Sellers, on the Closing Date one hand, and Buyers, on the denominator other, as of which is the number of calendar days in the entire Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days of such taxable period included in such portion of the Straddle Period as compared to pre-Closing tax period and the number of days of such taxable period included in the entire Straddle Periodpost-Closing tax period. Sellers shall be liable for the proportionate amount of such taxes that is attributable to the pre-Closing tax period. Within 180 days after the Closing Date, Sellers and Buyers shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 10.02 together with such supporting evidence as is reasonably necessary to calculate any allocated amount. The allocated amount shall be paid by the party or parties owing it to the other(s) within 10 days after delivery of such statement. Thereafter, Sellers shall notify Buyers upon receipt of any bill xxx personal property taxes relating to the U.S. ProTurf Assets, part or all of which are attributable to the post-Closing tax period, and shall promptly deliver such bill xx Buyers who shall pay the same to the appropriate taxing authority, PROVIDED, that if such bill xxxers the pre-Closing tax period, Sellers shall also remit prior to the due date of assessment to Buyers payment for the proportionate amount of such bill xxxt is attributable to the pre-Closing tax period. In the event that either Sellers, on the one hand, or Buyers, on the other, shall thereafter make a payment for which it is entitled to reimbursement under this Section 10.02, the other party or parties shall make such reimbursement promptly but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) Any payment required under this Section 10.02 and not made within 10 days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Internal Revenue Code of 1986, as amended, for each day until paid.

Allocation of Taxes. For purposes of determining the amount of Except as provided in Section 2.2, Taxes that relate to Pre-Closing Tax Periods and Straddle Periods for purposes of any obligation to indemnify for Taxes under Section 4.2(b) the parties agree to use the following conventionsshall be allocated as follows: (1a) Taxes in the form of interest, penalties, additions to tax or other additional amounts that are actually incurred, accrued, assessed or similarly charged on or after the Closing Date but that relate to Taxes that accrued on or before the Closing Date Parent shall be treated as occurring prior liable for and shall be allocated (i) any Taxes attributable to members of the Parent Group for all periods, and (ii) any Taxes attributable to members of the Spinco Group for any Pre-Distribution Period. (b) Spinco shall be liable for and shall be allocated any Taxes attributable to members of the Spinco Group for any Post-Distribution Period. (c) In applying the provisions of Sections 2.1(a) and 2.1(b) (but subject to the Closing Date;provisions of Section 2.2): (2i) Except for Taxes for which the Operating Partnership is responsible hereunder and for real estate taxes (apportioned pursuant to Section 1.5)Any Taxes, for all Taxes that are payable with other than Periodic Taxes, in respect to any Straddle Period, the portion of such Tax that is attributable to the portion of the a Straddle Period ending on the Closing Date shall be allocated between the portion of the period ending on the Closing Date Pre-Distribution Period and the portion of the period beginning after the Closing Date using the following conventions: (i) in the case of such Taxes resulting from, or imposed on, net or gross income, Taxes resulting from, or imposed on, any sale, receipt, use, transfer or assignments of property or other asset, or Taxes resulting from, or imposed on, any payment or accrual of any amounts (including, without limitation, dividends, interest, or wages), the amount allocated to the portion of the period ending Post-Distribution Period on the Closing Date shall be the amount of Tax that would be payable for such portion of the Straddle Period if such Person filed a separate Tax Return with respect to such Taxes or Taxes solely for the portion of the Straddle Period ending on the Closing Date using a “closing of the books” methodology for allocating items basis by assuming that the books of such Tax Return; andthe members of the Parent Group and the members of the Spinco Group were closed on the Distribution Date. For purposes of the foregoing, depreciation and amortization deductions with respect to property placed in service after the Distribution Date shall be allocated to the Post-Distribution Period, and all other depreciation and amortization deductions shall be allocated on a per diem basis. (ii) Any Periodic Taxes in the case respect of all other such Taxes, the amount a Straddle Period shall be allocated to the portion of the period ending on the Closing Date shall Pre-Distribution Period in an amount equal to the amount of such Periodic Taxes for the entire Straddle Period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on the Closing Distribution Date and the denominator of which is the number of calendar days in the entire period. The portion of any Periodic Taxes in respect of a Straddle Period. For purposes of clause (1), any item determined on an annual or periodic basis (including amortization and depreciation deductions and Period not allocated to the effects of graduated rates) Pre-Distribution Period shall be allocated to the portion Post-Distribution Period. For the avoidance of doubt, if a Party has prepaid Periodic Taxes that are allocated to the other Party under any provisions of this Agreement, the second Party shall reimburse the first Party to the extent so allocated. (iii) Taxes attributable to any transaction or action taken by or with respect to any member of the Straddle Period ending Spinco Group before the Effective Time on the Closing Distribution Date based shall be allocated to the Pre-Distribution Period, and Taxes attributable to any transaction or action taken by or with respect to any member of the Spinco Group after the Effective Time on the relative number of days in such portion of the Straddle Period as compared Distribution Date shall be allocated to the number of days in the entire Straddle Post-Distribution Period. (iv) In determining the allocation of any Escheat Liability, the liability shall be allocated to the Party whose Group members actually hold (or are required to hold) the property subject to the Escheat Liability at the time a payment or remittance in respect of such liability is required to be made to the applicable governmental entity. (v) Any Taxes arising from the Equity Award Transfer shall be treated as Taxes described in Section 2.1(a) hereof, except to the extent such Taxes are specifically addressed by the Employee Matters Agreement.