Common use of Allocation of Taxes Clause in Contracts

Allocation of Taxes. All real and personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Straddle Period shall, to the extent that the Buyers are responsible therefor after the Closing Date, be apportioned between the Willtek Group and the Buyers as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The 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. All Seller shall pay or cause to be paid, directly to the taxing authority, all ad valorem or similar real and personal property Taxes taxes assessed on the Real Property Interests and similar ad valorem obligations levied Equipment, as applicable (“Real and Personal Property Taxes”), with respect to all periods before the Acquired Assets for a Straddle Period shall, tax year during which the Closing occurs (the “Current Tax Year”). Buyer shall pay or cause to be paid directly to the extent that the Buyers are responsible therefor taxing authority all Real and Personal Property Taxes assessed with respect to any period after the Closing DateCurrent Tax Year. The Parties shall each pay a share of any Real and Personal Property Taxes for the Current Tax Year under the following method of prorating: each Party’s share of Real and Personal Property Taxes for the Current Tax Year shall be the fraction of the total number of days in such tax year that such Party owned the Real Property Interests and Equipment, as applicable. Each Party’s pro rata share of such Real and Personal Property Taxes for the Current Tax Year shall be apportioned between the Willtek Group and the Buyers estimated as of the close of business on the last Business Day immediately prior to the Closing Date (the “Adjustment Date”) based on the number best information then available. If, prior to the Closing, Seller has received any bills from a taxing authority setting forth the final amount of days of any such taxable period included in the Pre-Closing Tax Period Real and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group shall be liable Personal Property Taxes for the proportionate Current Tax Year, Seller shall pay the total amount of such Real and Personal Property Taxes that is attributable due according to the Pre-Closing Tax Periodsuch bills, and the Buyers Buyer shall be liable for the proportionate amount pay its share of such Taxes that is attributable amount to Seller at the Post-Closing Tax Periodin accordance with this Section 11.2 and Section 2.2(e) of this Purchase Agreement. Within a reasonable period If Buyer receives any such final bills after the Closing, Buyer shall pay or cause to be paid the Willtek Group and the Buyers shall present a statement entire amount due according to such bills directly to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.3 for the Straddle Periodtaxing authority; Buyer shall, 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 receiving such bills, deliver a copy of such bills to Seller; and Seller, within thirty (30) days after receiving such copies, shall pay its share of the presentation of a statement setting forth amount due to Buyer according to this Section 11.2. Each Party agrees to notify the other Party in writing if it obtains information after the Adjustment Date that alters the amount of reimbursement to which Real and Personal Property Taxes for the presenting party is entitled along with Current Tax Year due hereunder. After receipt of such supporting evidence as is reasonably necessary to calculate notification by the other Party, the Parties shall take the information into account, prorate any resulting change in the amount of reimbursement. The foregoing Real and Personal Property Taxes for the Current Tax Year consistent with the method of prorating set forth above, and adjust any prior payments made by a Party for its respective share of such taxes (with the effect that if a Party overpaid its share of such taxes, the other Party shall apply, but not be limited to, that circumstance where liability is imposed on pay to such Party the Buyers for Taxes amount of the Business pertaining overpayment, and if a Party underpaid its share of such taxes, such Party shall pay to the Pre-closing Period based on Section 75 other Party the amount 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 paidshortfall).

Allocation of Taxes. All real To the extent not allocated in this Agreement, the Sellers shall be responsible for and personal property shall promptly pay when due all Taxes and similar ad valorem obligations levied with respect to the Acquired Purchased Assets attributable to the Pre-Closing Tax Period. All Taxes levied against Sellers with respect to the Purchased Assets for a the Straddle Period shall, to the extent that the Buyers are responsible therefor after the Closing Date, shall be apportioned between the Willtek Group and the Buyers as of the Closing Date 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, as follows: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, the portion allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of 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 Closing Date. The Willtek Group Sellers shall be liable for the proportionate amount of such Taxes attributable to the Purchased Assets that is attributable to the Pre-Closing Tax Period, and the Buyers 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 Upon receipt of any xxxx for such Taxes relating to the ClosingPurchased Assets, the Willtek Group Buyer and the Buyers Sellers 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, 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 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 Buyer or the Buyers Sellers shall thereafter make a any payment for which it is entitled to reimbursement under this Section 6.39.2, the other applicable party shall make such reimbursement promptly, promptly but in no event later than thirty ten (3010) 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. All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Purchased Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Purchaser as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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, the Willtek Group Seller and the Buyers Purchaser 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 Period7.04(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten thirty (1030) days after delivery of such statement. Thereafter, Willtek Group Seller shall notify the Buyers Purchaser upon receipt of any xxxx for bill xxx personal property taxes relating to the Acquired Purchased 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 bill xx Purchaser who shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx covers bill xxxers any part of the Pre-Closing Tax Period, The Willtek Group Seller shall also remit to the Buyers prior to the due date of assessment, assessment to Purchaser payment for the proportionate amount of such xxxx that bill xxxt is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group either Seller or the Buyers Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.37.04(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. 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 7.04(b) and not made within ten thirty (1030) days after delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All real and taxes of any kind (including, without limitation, personal property Taxes taxes and similar ad valorem obligations and business taxes, but — for the avoidance of doubt — excluding income tax or tax on capital gains upon the sale of the Transferred Assets) levied with respect to the Acquired Transferred Assets or the Business for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned prorata temporis between the Willtek Group Seller and the Buyers Buyer as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group Seller shall be liable for the proportionate amount of such Taxes taxes that is attributable to the Pre-Closing Tax Period, and the Buyers Buyer shall be liable for the proportionate amount of such Taxes taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after the Closing, the Willtek Group Seller and the Buyers Buyer 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 Period5.2, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. ThereafterFrom time to time after the Closing, Willtek Group as may be necessary, the Seller shall notify the Buyers Buyer upon receipt of any xxxx bxxx for tax relating to the Transferred Assets or the Business (such as personal property taxes relating to the Acquired Assetsand business taxes), part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx bxxx to the Buyers, and the Buyers Buyer who shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx bxxx covers any part of the Pre-Closing Tax Period, The Willtek Group the Seller shall also remit to the Buyers prior to the due date of assessment, assessment to the Buyer payment for the proportionate amount of such xxxx bxxx that is attributable to the Pre-Closing Tax Period. In the event that either the Willtek Group Seller or the Buyers Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.35.2, 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. 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 5.2 and not made within ten (10) days after delivery of the statement when due shall bear interest at the one month LIBOR Rate plus two rate of seven and one-half percent (27.5%) percent until paidper annum.

Allocation of Taxes. All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Transferred Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Buyer as of the Closing Date based on the number of days of such taxable period included in the Preperiod on and prior to the Closing Date ("PRE-Closing Tax Period CLOSING TAX PERIOD") and the number of days of such taxable period included in the Postperiod commencing after the Closing Date (the "POST-Closing Tax PeriodCLOSING TAX PERIOD"). The Willtek Group Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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 Willtek Group Seller and the Buyers Buyer 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 Period6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group Seller shall notify the Buyers Buyer upon receipt of any xxxx for personal property taxes relating to the Acquired Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the BuyersBuyer, and the Buyers Buyer shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group Seller shall also remit to the Buyers Buyer prior to the due date of assessment, 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 Seller or the Buyers 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. 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 rate of four percent (24%) percent per annum for each day until paid.

Allocation of Taxes. All real and property taxes, personal property Taxes taxes and similar ad valorem obligations (collectively, the "Apportioned Obligations") levied with respect to the Acquired Assets for a Straddle Period shall, to the extent that the Buyers are responsible therefor after taxable period which includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Buyer as of the Closing Date 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 or Post-Closing Tax Period, respectively. The Willtek Group Seller shall be liable for the proportionate amount of such Taxes 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 ninety (90) days after the Closing, each of the Willtek Group Seller and the Buyers Buyer 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 PeriodSection7(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group the Seller shall notify the Buyers 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 Buyers, and the Buyers Buyer who shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group the Seller shall also remit to the Buyers Buyer prior to the due date of assessment, assessment payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that either the Willtek Group Seller or the Buyers Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3Section7(b), the other party shall make such reimbursement promptly, 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 of delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All real and personal property Taxes taxes and assessments and similar ad valorem obligations levied with respect to any of the Acquired Purchased Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Purchaser as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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 ClosingClosing Date, the Willtek Group Seller and the Buyers Purchaser 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 Period7.05(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group Seller shall notify the Buyers Purchaser upon receipt of any xxxx for real or personal property taxes or assessments relating to any of the Acquired Purchased 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 Purchaser who shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group Seller shall also remit to the Buyers prior to the due date of assessment, assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group either Seller or the Buyers Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.37.05(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. 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 7.05(b) and not made within ten (10) days after delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All real and personal property Taxes taxes and assessments and similar ad valorem obligations levied with respect to any of the Acquired Acquisition Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Sellers and the Buyers 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 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"). The Willtek Group Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Pre- Closing Tax Period, and the Buyers 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 ClosingClosing Date, the Willtek Group Sellers and the Buyers Buyer 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 Period6.11(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10l0) days after delivery of such statement. Thereafter, Willtek Group the Sellers shall notify the Buyers Buyer upon receipt of any xxxx bill for real or personal property taxes or assessments relating to xx any of the Acquired Acquisition Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx bill to the Buyers, and the Buyers Buyer who shall pay the same to the appropriate Tax Authoritytaxing axxxxrity, provided that if such xxxx bill covers any part of the Pre-Closing Tax Period, The Willtek Group shall also Sellers shalx xxso remit to the Buyers prior to the due date of assessment, assessment to Buyer payment for the proportionate amount of such xxxx bill that is attributable to the Pre-Closing Tax Period. In the event xxxnt that the Willtek Group either Sellers or the Buyers Buyer shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.36.11b), the other party shall make such reimbursement promptly, but in no event later than thirty (30) 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 6.11(b) and not made within ten (10) 10 days after delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All (a) Any liability for real and property tax, personal property Taxes and tax or any similar ad valorem obligations obligation levied with respect to any Transferred Asset or the Acquired Assets Businesses for a Straddle Period shall, to the extent that the Buyers are responsible therefor after taxable period which includes (but does not end on) the Closing Date, Date will be apportioned between the Willtek Group and the Buyers ratably as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The 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 one year after the Closing, the Willtek Group LM and the Buyers shall Company will each present a statement to the other setting forth the amount of reimbursement to which each is it and its Affiliates are entitled under this Section 6.3 for the Straddle Period, III.03(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall will be paid by the Party party owing it to the other within ten (10) 30 days after delivery of such statement. Thereafter, Willtek Group shall LM will notify the Buyers Company upon receipt of any xxxx for real or personal property taxes relating to the Acquired AssetsTransferred Assets or the Businesses, part or all of which are attributable to the Post-Closing Tax Period, and shall will promptly deliver such xxxx to the Buyers, and the Buyers Company which shall pay the same (or cause it to be paid) to the appropriate Tax Authoritytaxing authority, provided provided, that if such xxxx also covers any part of the Pre-Closing Tax Period, The Willtek Group shall also LM will remit to the Buyers prior to the due date of assessment, 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 Willtek Group one hand or the Buyers shall Company and its Affiliates on the other hand thereafter make makes a payment for which it is entitled to reimbursement under this Section 6.3III.03(a), the other party shall will make such reimbursement promptly, promptly but in no event later than thirty (30) 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 III.03(a) and not made within ten (10) 30 days after of delivery of the statement shall relating thereto will bear interest at the one month LIBOR Rate plus two (2%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent until paidof the Code, compounded daily.

Allocation of Taxes. All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Transferred Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Buyer as of the Closing Date based on the number of days of such taxable period included in the Preperiod on and prior to the Closing Date ("PRE-Closing Tax Period CLOSING TAX PERIOD") and the number of days of such taxable period included in the Postperiod commencing after the Closing Date (the "POST-Closing Tax PeriodCLOSING TAX PERIOD"). The Willtek Group Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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 Willtek Group Seller and the Buyers Buyer 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 Period6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group Seller shall notify the Buyers Buyer upon receipt of any xxxx bill for personal property taxes relating to the Acquired AssetsTransferred Axxxxs, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx bill to the BuyersBuyer, and the Buyers Buyer shall pay the same to the appropriate Tax Authorityxxxing authority, provided that if such xxxx bill covers any part of the Pre-Closing Tax Period, The Willtek Group shall also Seller shaxx xlso remit to the Buyers Buyer prior to the due date of assessment, assessment payment for the proportionate amount of such xxxx bill that is attributable to the Pre-Closing Tax Period. In the xxx event that the Willtek Group Seller or the Buyers 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. 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%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All real and All, personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Straddle Period shall, to the extent that the Buyers are responsible therefor after taxable period which includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Purchaser as of the Closing Date based on the number of days of such taxable period included in the Prepre-Closing Tax Period tax period and the number of days of such taxable period included in the Postpost-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 Periodtax period. Within a reasonable period 90 days after the ClosingClosing Date, the Willtek Group Seller and the Buyers Purchaser 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, 6.18 together with such supporting evidence as is reasonably necessary to calculate the proration amountsuch amount to be reimbursed. The proration Such amount shall be paid by the Party party owing it to the other within ten (10) 10 days after delivery of such statement. Thereafter, Willtek Group Seller shall notify the Buyers Purchaser 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 Postpost-Closing Tax Periodtax period, and shall promptly deliver such xxxx to the Buyers, and the Buyers Purchaser who shall pay the same to the appropriate Tax Authority, governmental authority; provided that if such xxxx covers any part of the Prepre-Closing Tax Periodtax period, The Willtek Group Seller shall also remit to the Buyers prior to the due date of assessment, assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Prepre-Closing Tax Periodtax period. In the event that the Willtek Group If either Seller or the Buyers Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.36.18, the other party shall make such reimbursement promptly, promptly but in no event later than thirty (30) 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. (a) All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Canadian ProTurf Assets for a Straddle Period shall, that accrue during the Sellers' taxable period that ends on the Closing Date shall be paid by Sellers. All personal property taxes and similar ad valorem obligations levied with respect to the extent Canadian ProTurf Assets that the Buyers are responsible therefor accrue during Buyer's taxable period that begins after the Closing Date, Date shall be paid by Buyer. All personal property taxes and similar ad valorem obligations levied with respect to the Canadian ProTurf Assets that accrue for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between Sellers, on the Willtek Group one hand, and Buyer, on the Buyers other, as of the Closing Date based on the number of days of such taxable period included in the Prepre-Closing Tax Period tax period and the number of days of such taxable period included in the Postpost-Closing Tax Periodtax period. The Willtek Group Sellers shall be liable for the proportionate amount of such Taxes taxes that is attributable to the Prepre-Closing Tax Period, and the Buyers shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Periodtax period. Within a reasonable period 180 days after the ClosingClosing Date, the Willtek Group Sellers and the Buyers Buyer 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, 10.02 together with such supporting evidence as is reasonably necessary to calculate the proration any allocated amount. The proration allocated amount shall be paid by the Party party or parties owing it to the other other(s) within ten (10) 10 days after delivery of such statement. Thereafter, Willtek Group Sellers shall notify the Buyers Buyer upon receipt of any xxxx for bill xxx personal property taxes relating to the Acquired Canadian ProTurf Assets, part or all of which are attributable to the Postpost-Closing Tax Periodtax period, and shall promptly deliver such xxxx to the Buyers, and the Buyers bill xx Buyer who shall pay the same to the appropriate Tax Authoritytaxing authority, provided PROVIDED, that if such xxxx covers any part of bill xxxers the Prepre-Closing Tax Periodtax period, The Willtek Group Sellers shall also remit to the Buyers prior to the due date of assessment, assessment to Buyer payment for the proportionate amount of such xxxx that bill xxxt is attributable to the Prepre-Closing Tax Periodtax period. In the event that either Sellers, on the Willtek Group one hand, or Buyer, on the Buyers other, shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.310.02, the other party or parties shall make such reimbursement promptly, promptly but in no event later than thirty (30) 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) 10 days after of delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the U.S. Internal Revenue Code of 1986, as amended, for each day until paid.

Allocation of Taxes. All real Seller and personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Straddle Period Purchaser shall, unless prohibited by applicable state, Commonwealth of Puerto Rico or local Law, cause the Companies and the Subsidiaries to close their Income Tax period on the extent that Closing Date. If applicable Law does not permit the Buyers are responsible therefor after Companies and the Subsidiaries to close their Income Tax period on the Closing Date, the amount of Income Taxes allocable to the portion of such period ending on the Date shall be apportioned between deemed equal to the Willtek Group and amount that would be payable if the Buyers 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 of though the relevant taxable period ended on the Closing Date based 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 period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Neither Seller, the Companies, the Subsidiaries nor Purchaser shall make an election under Treasury Regulation Section 1.1502-76(b)(2)(ii) (or any similar provision of such state, Commonwealth of Puerto Rico or local tax law) to ratably allocate Tax items for any year or taxable period included that includes the Closing Date. All other Taxes attributable to taxable periods that include but do not end on the Closing Date shall be allocated as follows: (i) real, personal and intangible property Taxes shall allocated in the Pre-Closing Tax Period and proportion to the number of days of 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 included in the 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 ended 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 close 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 business 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 paidClosing Date.

Allocation of Taxes. All real For purposes of this Agreement, in the case of any taxable year or period beginning before the Closing Date and personal ending on or after the Closing Date (“Straddle Period”), property Taxes and similar ad valorem obligations levied with respect relating to the Acquired Assets for a Straddle Period shall, to the extent that the Buyers are responsible therefor after the Closing Date, be apportioned between the Willtek Group and the Buyers as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group shall be liable for the proportionate amount of such Taxes that is attributable allocable to the Pre-Closing Tax Period, and the Buyers Period shall be liable for equal to the proportionate amount of such property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that is attributable to fall within the PostPre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period. Within a reasonable For purposes of this Agreement, “Pre-Closing Period” means any taxable period after (or portion thereof) ending before the Closing Date and the portion of any Straddle Period ending on the day before the Closing Date. Tax Returns relating to Taxes imposed on the Acquired Assets for any Straddle Period shall be filed by Purchaser. Prior to the Closing, the Willtek Group and parties shall work together in good faith to estimate the Buyers shall present a statement Taxes for which Sellers are responsible pursuant to the other setting forth this Section 6.3(c) (the amount of reimbursement so determined, the “Tax Amount”). To the extent that the Taxes for which Sellers are responsible pursuant to which each is entitled under this Section 6.3 for 6.3(c) exceed the Straddle PeriodTax Amount and are paid or payable by Purchaser (any such amount, together with such supporting evidence as is reasonably necessary the “Excess Tax Amount”), Sellers shall remit the Excess Tax Amount to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other Purchaser 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 Business Days of the Pre-Closing Tax Period, The Willtek Group shall also remit date Purchaser provides notice to the Buyers prior Sellers that such amounts have been paid or are due and payable. Purchaser and each Seller agree 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, provide 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 parties with such supporting evidence information and assistance as is reasonably necessary to calculate for the amount preparation of reimbursement. The foregoing shall applyany Tax Returns or for the defense of any Tax claim or assessment, 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) whether in connection with an audit 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 paidotherwise.

Allocation of Taxes. (a) All Taxes and Tax liabilities with respect to the income and operations of the DCB Business or the ownership of the Purchased Assets (other than Conveyance Taxes) that relate to any Straddle Period shall be apportioned between Seller and Purchaser as follows: (i) in the case of real and property, personal property, intangible property Taxes and similar ad valorem obligations levied Taxes, excluding, for the avoidance of doubt, any income Taxes (such Taxes, “Property Taxes”) the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the total number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period; and (ii) in the case of all Taxes other than Property Taxes, as determined from the books and records of the DCB Business as though the taxable year of the DCB Business terminated at the close of business on the day prior to the Closing Date. Purchaser shall timely prepare (or cause to be prepared) and file all Tax Returns required to be filed with respect to the Acquired Assets for all Taxes subject to this Section 5.15 on a Straddle Period shallbasis consistent with past practices, and shall pay to the extent that the Buyers are responsible therefor after the Closing Date, be apportioned between the Willtek Group and the Buyers as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group shall be liable for the proportionate amount of relevant Taxing authority all such Taxes that is attributable required to be paid with respect to such Tax Returns (subject to any reimbursement provided for herein). Purchaser shall deliver to Seller, for its review and comment no less than thirty (30) days prior to the Pre-Closing applicable filing deadline (taking into account applicable extensions), a copy of any such Tax Period, Return proposed to be filed. Purchaser shall accept and the Buyers shall be liable for the proportionate amount of such Taxes reflect any comment that is attributable Seller submits 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 Purchaser no fewer than 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 Business Days prior to the due date of assessmentsuch Tax Return with respect to any issue or item which would give rise to a claim for indemnification under Section 8.01, payment so long as such comment is not unreasonable. To the extent Seller is responsible for the proportionate any amount of Taxes due as provided in this section, Seller shall pay Purchaser 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 amount at least five (305) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party before such Tax Return 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 paiddue.

Allocation of Taxes. All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Transferred Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Buyer as of the Closing Date based on the number of days of such taxable period included in the period on and prior to the Closing Date ("Pre-Closing Tax Period Period") and the number of days of such taxable period included in the period commencing after the Closing Date (the "Post-Closing Tax Period"). The Willtek Group Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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 Willtek Group Seller and the Buyers Buyer 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 Period6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group Seller shall notify the Buyers Buyer upon receipt of any xxxx bxxx for personal property taxes relating to the Acquired Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx bxxx to the BuyersBuyer, and the Buyers Buyer shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx bxxx covers any part of the Pre-Closing Tax Period, The Willtek Group Seller shall also remit to the Buyers Buyer prior to the due date of assessment, assessment payment for the proportionate amount of such xxxx bxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group Seller or the Buyers 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. 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%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Transferred Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Sellers and the Buyers Buyer as of the Closing Date based on the number of days of such taxable period included in the period on and prior to the Closing Date (“Pre-Closing Tax Period Period”) and the number of days of such taxable period included in the period commencing after the Closing Date (the “Post-Closing Tax Period”). The Willtek Group Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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 Willtek Group Sellers and the Buyers Buyer 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 Period6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group Sellers shall notify the Buyers Buyer upon receipt of any xxxx for personal property taxes relating to the Acquired Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx to the BuyersBuyer, and the Buyers Buyer shall pay the same to the appropriate Tax Authoritytaxing authority; provided, provided however, that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group Sellers shall also remit to the Buyers Buyer prior to the due date of assessment, 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 Sellers or the Buyers 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. 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%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Transferred Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Sellers and the Buyers Buyer as of the Closing Date based on the number of days of such taxable period included in the period on and prior to the Closing Date (“Pre-Closing Tax Period Period”) and the number of days of such taxable period included in the period commencing after the Closing Date (the “Post-Closing Tax Period”). The Willtek Group Sellers shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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 Willtek Group Sellers and the Buyers Buyer 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 Period6.3, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group Sellers shall notify the Buyers Buyer upon receipt of any xxxx bxxx for personal property taxes relating to the Acquired Transferred Assets, part or all of which are attributable to the Post-Closing Tax Period, and shall promptly deliver such xxxx bxxx to the BuyersBuyer, and the Buyers Buyer shall pay the same to the appropriate Tax Authoritytaxing authority; provided, provided however, that if such xxxx bxxx covers any part of the Pre-Closing Tax Period, The Willtek Group Sellers shall also remit to the Buyers Buyer prior to the due date of assessment, assessment payment for the proportionate amount of such xxxx bxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group Sellers or the Buyers 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. 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%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. All real personal and personal business property Taxes ------------------- taxes and similar ad valorem obligations levied with respect to the Acquired Purchased Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers Purchaser as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group Seller shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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, the Willtek Group Seller and the Buyers Purchaser 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 Period7.3(a), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10l0) days after delivery of such statement. Thereafter, Willtek Group Seller shall notify the Buyers Purchaser upon receipt of any xxxx for personal property taxes relating to the Acquired Purchased 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 Purchaser who shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group Seller shall also remit to the Buyers prior to the due date of assessment, assessment to Purchaser payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group either Seller or the Buyers Purchaser shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.37.3(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. 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 7.3(a) and not made within ten (10) days after delivery of the statement shall bear interest at the one month LIBOR Rate plus two (2%rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) percent of the Code for each day until paid.

Allocation of Taxes. (a) All Taxes and Tax liabilities with respect to the income and operations of the DCB Business or the ownership of the Purchased Assets (other than Conveyance Taxes) that relate to any Straddle Period shall be apportioned between Seller and Purchaser as follows: (i) in the case of real and property, personal property, intangible property Taxes and similar ad valorem obligations levied Taxes, excluding, for the avoidance of doubt, any income Taxes (such Taxes, “Property Taxes”) the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the total number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period; and (ii) in the case of all Taxes other than Property Taxes, as determined from the books and records of the DCB Business as though the taxable year of the DCB Business terminated at the close of business on the day prior to the Closing Date. Purchaser shall timely prepare (or cause to be prepared) and file all Tax Returns required to be filed with respect to the Acquired Assets for all Taxes subject to this Section 5.15 on a Straddle Period shallbasis consistent with past practices, and shall pay to the extent that the Buyers are responsible therefor after the Closing Date, be apportioned between the Willtek Group and the Buyers as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group shall be liable for the proportionate amount of relevant Taxing authority all such Taxes that is attributable required to be paid with respect to such Tax Returns (subject to any reimbursement provided for herein). Purchaser shall deliver to Seller, for its review and comment no less than thirty (30) days prior to the Pre-Closing applicable filing deadline (taking into account applicable extensions), a copy of any such Tax Period, Return proposed to be filed. Purchaser shall accept and the Buyers shall be liable for the proportionate amount of such Taxes reflect any comment that is attributable Seller submits 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 Purchaser no fewer than 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 Business Days prior to the due date of assessmentsuch Tax Return with respect to any issue or item which would give rise to a claim for indemnification under Section 8.01, payment so long as such comment is not unreasonable. To the extent Seller is responsible for any amount of Taxes due as provided in this section, Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (b) Any refund or credit of Excluded Taxes, received by Purchaser, shall be for the proportionate amount account of Seller, and Purchaser shall pay over to Seller any such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group refund or the Buyers shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.3credit, the other party shall make such reimbursement promptly, but in no event later than thirty (30) within fifteen 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 reimbursementreceipt or entitlement thereto. 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.45 5.16

Allocation of Taxes. (a) All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired U.S. ProTurf Assets for a Straddle Period shall, that accrue during the Sellers' taxable period that ends on the Closing Date shall be paid by Sellers. All personal property taxes and similar ad valorem obligations levied with respect to the extent U.S. ProTurf Assets that the Buyers are responsible therefor accrue during Buyers' taxable period that begins after the Closing Date, Date shall be paid by Buyers. All personal property taxes and similar ad valorem obligations levied with respect to the U.S. ProTurf Assets that accrue for a taxable period which includes (but does not end on) the Closing Date shall be apportioned between Sellers, on the Willtek Group one hand, and Buyers, on the Buyers other, as of the Closing Date based on the number of days of such taxable period included in the Prepre-Closing Tax Period tax period and the number of days of such taxable period included in the Postpost-Closing Tax Periodtax period. The Willtek Group Sellers shall be liable for the proportionate amount of such Taxes taxes that is attributable to the Prepre-Closing Tax Period, and the Buyers shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Periodtax period. Within a reasonable period 180 days after the ClosingClosing Date, the Willtek Group Sellers 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, 10.02 together with such supporting evidence as is reasonably necessary to calculate the proration any allocated amount. The proration allocated amount shall be paid by the Party party or parties owing it to the other other(s) within ten (10) 10 days after delivery of such statement. Thereafter, Willtek Group Sellers shall notify the Buyers upon receipt of any xxxx for bill xxx personal property taxes relating to the Acquired U.S. ProTurf Assets, part or all of which are attributable to the Postpost-Closing Tax Periodtax period, and shall promptly deliver such xxxx to the Buyers, and the bill xx Buyers who shall pay the same to the appropriate Tax Authoritytaxing authority, provided PROVIDED, that if such xxxx covers any part of bill xxxers the Prepre-Closing Tax Periodtax period, The Willtek Group Sellers shall also remit to the Buyers prior to the due date of assessment, assessment to Buyers payment for the proportionate amount of such xxxx that bill xxxt is attributable to the Prepre-Closing Tax Periodtax period. In the event that either Sellers, on the Willtek Group one hand, or Buyers, on the Buyers other, shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.310.02, the other party or parties shall make such reimbursement promptly, promptly but in no event later than thirty (30) 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. (a) All real and property taxes, personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Purchased Assets and -- ------- the Leased Facilities for a Straddle Period shall, to the extent that the Buyers are responsible therefor after taxable period which includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Seller and the Buyers as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group Seller shall be liable for, and shall pay or reimburse the Buyers for the payment of, the proportionate amount of such Taxes 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 taxes that is attributable to the Post-Closing Tax Period. Within a reasonable period after 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, 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 either the Willtek Group Seller or the Buyers shall thereafter make a any payment for which it is the Seller or the Buyers, as the case may be, are entitled to reimbursement under this Section 6.37.05(a), the other party shall make such reimbursement promptly, promptly but in no event later than thirty (30) days day, after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along together 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. All real and personal property Taxes taxes and similar ad valorem obligations levied with respect to the Acquired Purchased Assets for a Straddle Period shall, to the extent taxable period that the Buyers are responsible therefor after includes (but does not end on) the Closing Date, Date shall be apportioned between the Willtek Group Credence and the Buyers Newco as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. The Willtek Group Credence shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and the Buyers 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, the Willtek Group Credence and the Buyers Newco 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 Period5.10(b), together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Willtek Group Credence shall notify the Buyers Newco upon receipt of any xxxx for personal property taxes relating to the Acquired Purchased 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 Newco who shall pay the same to the appropriate Tax Authoritytaxing authority, provided that if such xxxx covers any part of the Pre-Closing Tax Period, The Willtek Group Credence shall also remit to the Buyers prior to the due date of assessment, assessment to Newco payment for the proportionate amount of such xxxx that is attributable to the Pre-Closing Tax Period. In the event that the Willtek Group either Credence or the Buyers Newco shall thereafter make a payment for which it is entitled to reimbursement under this Section 6.35.10(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. 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 5.10(b) and not made within ten (10) days after delivery of the statement when due shall bear interest at the one month LIBOR Rate plus two rate of ten percent (210%) percent until paidper annum.