Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

Apportionment of Taxes. For purposes of this Agreement, all All Taxes and Tax liabilities with respect to a Company (or the income, property, employees or operations Equityholders by virtue of the JVC, as the case may be, tax status of a Company) that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) Period shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) Tax Period and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shallas follows: (a) in the case of Taxes other than that are either: (i) based upon or measured by reference to income, receipts, profits, capital or net worth (including sales and use taxesTaxes); (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, valuetangible or intangible) other than Transfer Taxes as defined below; or (iii) required to be withheld, the amount of such Taxes allocated to the Pre-added taxesClosing Tax Period shall be deemed equal to the amount which would be payable if a Company’s Tax year ended at the end of the day on the Closing Date; and (b) in the case of Taxes imposed on a periodic basis with respect to a Company other than those described in clause (a), employment and payroll taxes and any the amount of such Taxes allocated to the Pre-Closing Tax based on or measured by income, receipts or profits earned during a Straddle Period, Period shall be deemed to be the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-period ending on the Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, period. The Equityholders will be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one handsolely liable for, and a will timely pay, all Taxes and Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related liabilities allocable to the Pre-Closing Tax Period of each Company, including, without limitation, any portion of a Straddle Period shall be deemed allocable or apportioned to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period Tax Period. Purchaser will be solely liable for, and denominator of which is the number of days in the Straddle Period or (ii) the amount of such will timely pay, all Taxes and Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related liabilities allocable to the Post-Closing Tax Period of each Company, including, without limitation, any portion of a Straddle Period shall be calculated in a corresponding mannerallocable or apportioned to the Post-Closing Tax Period.

Apportionment of Taxes. For purposes The portion of this Agreement, all Taxes and Tax liabilities with respect to the income, receipts, property, employees profits, wages, capital, net worth or operations of the JVC, as the case may be, Company that relate is attributable to a taxable any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall will be apportioned between the period portion of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.66.2. The portion of such Tax related attributable to the Pre-Closing Straddle Period shall: will (a) in the case of any Taxes other than sales and or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period Period, and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, Period be deemed equal to the amount which that would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. To the extent that any income Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the otherother hand, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. Securityholders will be liable for and covenant to pay, and pursuant to Article VIII shall be calculated indemnify and hold harmless the Company, Parent and each Parent Indemnitee from and against any and all Losses incurred or suffered by the Company, Parent or any Parent Indemnitee based upon, arising out of, or otherwise in a corresponding mannerrespect of, Indemnified Taxes.

Apportionment of Taxes. For purposes of this Agreement, all (a) With respect to any Taxes and Tax liabilities imposed upon any Acquired Company that are payable with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between , the period portion of any such Taxes that are allocable to the portion of the Straddle Period that extends before ending on the Closing Date through the day before the Closing Date shall, (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (ai) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax that are either (A) based on upon or measured by related to income, receipts or profits earned during shareholders’ equity or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on the Closing Date, (ii) in the case of Taxes (other than those described above in clause (i)) imposed on a Straddle Periodperiodic basis with respect to the Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period Period, and (biii) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based Taxes that are imposed as a result of transactions occurring on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To Date that are outside the extent any income Tax is based on the greater ordinary course of a Tax on net incomebusiness and not contemplated by this Agreement, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater amount of such Taxes that is properly allocable (based on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date prior to the Closing. For purposes of clause (i) of the amount of such Tax measured by net worth preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis determined as though shall be allocated to the taxable values for portion of the entire Straddle Period equal the respective values as of the end of the day ending on the Closing Date and on a pro rata basis determined by multiplying the entire amount of such Tax item allocated to the Straddle Period by a fraction fraction, the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in ending on the Pre-Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period Period. In the case of any Tax based upon or measured by capital (iiincluding net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.2(a) shall be computed by reference to the amount level of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day items on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

Apportionment of Taxes. For purposes of this Agreement, Sellers shall be liable and indemnify Purchaser for all Taxes and Tax liabilities with respect attributable to the income, property, employees ownership or sale of the Purchased Assets or any operations of the JVC, as Sellers for all taxable periods ending on or before the case may be, that relate Closing Date ("Pre-Closing Taxes"). Purchaser shall be liable and indemnify Sellers for all Taxes attributable to a the ownership of the Purchased Assets or any operations of Purchaser for all taxable period that begins before periods from and ends after the Closing Date ("Post-Closing Taxes"). With respect to Taxes attributable to a “taxable period beginning prior to and ending after the Closing Date ("Straddle Period”) Taxes"), Pre-Closing Taxes shall include the portion of such Straddle Taxes attributable to the operations of the Sellers and the ownership of the Purchased Assets for the period ending immediately prior to the Closing Date, including any income or gain arising from the sale of the Purchased Assets and all transactions related thereto, and Post-Closing Taxes shall include the Straddle Taxes attributable to the ownership of the Purchased Assets for the period beginning from and ending after the Closing Date. Straddle Taxes which are real property or personal property Taxes shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) Taxes and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the applicable taxable period during which the Purchased Assets were owned by the Sellers and Purchaser. If Purchaser makes a payment of any Pre-Closing Straddle Period and the denominator Taxes, it shall be entitled to prompt reimbursement from Sellers for such Taxes upon presentation to Sellers of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion evidence of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Datepayment. The portion of Tax related to the If Sellers pay any Post-Closing Straddle Period Taxes, Sellers shall be calculated in a corresponding mannerentitled to prompt reimbursement from Purchaser for such Post-Closing Taxes upon presentation to Purchaser of evidence of such payment. Sellers shall be liable and indemnify Purchaser for any sales, use, documentary, recording, stamp, transfer or similar Taxes arising from the sale of the Purchased Assets and the transactions contemplated by this Agreement.

Apportionment of Taxes. For purposes of this Agreement, all Taxes and the portion of Tax liabilities with respect to the income, property, employees property or operations of the JVC, as the case may be, Company that relate is attributable to a taxable any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall will be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.610.1. The portion of such Tax related attributable to the Pre-Closing Straddle Period shall: will (a) in the case of any Taxes other than sales and or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period Period, and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which that would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned Straddle Period ended on and included the Closing Date. To the extent that any income Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the otherother hand, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall be calculated in a corresponding mannermean such accounting period and not such Privilege Period.

Apportionment of Taxes. For purposes To the extent permissible under applicable Laws, the parties agree to elect (and have each Company elect) to have each Tax year of this Agreementsuch Company end on the Closing Date and, all Taxes and Tax liabilities if such election is not permitted or required in a jurisdiction with respect to the income, property, employees or operations of the JVC, as the case may be, a specific Tax such that relate a Company is required to file a taxable period that begins before and ends after the Closing Date (Tax Return for a “Straddle Period”) shall be apportioned between , to utilize the period following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period that extends before ending on the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shallDate: (ai) in the case of property Taxes and other than sales and use taxessimilar Taxes imposed on a periodic basis, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount attributable to the portion of such Tax the Straddle Period ending on the Closing Date shall equal the Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-portion of the period ending on the Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; provided, however, if as a result of the transactions contemplated by this Agreement, the value of any asset is reassessed for purposes of determining the amount of any property or other Tax, any resulting increase in Tax for such Straddle Period shall be treated as being solely with respect to the portion of the Straddle Period beginning on the date after the Closing Date; and (bii) in the case of any all other Taxes (including income Taxes, sales or use taxes, value-added taxesTaxes, employment and payroll taxes and any Tax based on or measured by incomeTaxes, receipts or profits earned during a Straddle Periodwithholding Taxes), be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, attributable to the portion of such Tax related to the Pre-Closing Straddle Period ending on the Closing Date shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though if the taxable values applicable Company filed a separate Tax Return with respect to such Taxes for the entire portion of the Straddle Period equal the respective values ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this Section 7.09(b), (A) any item determined on an annual or periodic basis (including amortization and multiplying depreciation deductions) for income Tax purposes shall be allocated to the amount portion of such Tax by a fraction the numerator of which is Straddle Period ending on the Closing Date based on the relative number of days during in such portion of the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is as compared to the number of days in the entire Straddle Period Period; and (B) any Tax or (ii) the amount item of such Tax measured income, gain, loss, deduction or credit resulting from a transaction engaged in by net income determined as though the applicable Tax period terminated as of the end of the day a Company on the Closing Date. The Date that is outside of the ordinary course of business and not contemplated by this Agreement, but after the Closing, shall be allocated to the portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding mannerbeginning on the day after the Closing Date.

Apportionment of Taxes. For purposes of this Agreement, all Taxes and the portion of Tax liabilities with respect to the income, property, employees property or operations of the JVC, as the case may be, Company that relate is attributable to a taxable period that begins before and ends after the Closing Date (a “any Straddle Period”) shall Period will be apportioned between the period portion of the Straddle Period that extends before the Closing Date up through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.65.3(a). The portion of such Tax related attributable to the Pre-Closing Straddle Period shall: will (a) in the case of any Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax not based on or measured by income, receipts receipts, proceeds, profits, payroll or profits earned during a Straddle Periodexpenditures or similar items, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or Period, and (iib) in the case of any other Taxes, be deemed equal to the amount of such Tax measured by net income determined as though that would be payable if the applicable Tax period terminated as of the end of the day Straddle Period ended on and included the Closing Date. The portion of Tax related attributable to the a Post-Closing Straddle Period shall will be calculated in a corresponding manner. Seller will be liable for the payment of all Taxes of each of the Company that are attributable to any Pre-Closing Tax Period or any Pre-Closing Straddle Period.

Apportionment of Taxes. For purposes of this AgreementAny personal property, all ad valorem, use and intangible Taxes and Tax liabilities assessments, with respect to the incomeAssets (collectively, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle PeriodCharges”) shall be prorated on a per diem basis and apportioned on a calendar year basis between the period Seller and Buyer as of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To Seller shall be responsible for the extent any income Tax is based on the greater payment of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the that portion of such Tax related Charges relating to, or arising in respect of, periods on or prior to the Pre-Closing Straddle Period Date, and Buyer shall be deemed liable for that portion of such Charges relating to, or arising in respect of, any period after the Closing Date. Within ninety (90) days after the Closing, Buyer shall present a statement to be the greater Seller (on behalf of (iSeller) setting forth the amount of their share of any Charges, including a statement of any reimbursement to which a Seller is entitled from Buyer under this Section 6.7. If such Tax measured by net worth bill relates solely to a period ending on or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on prior to the Closing Date and multiplying is received by Xxxxx, Buyer shall promptly deliver such bill to Seller (of behalf of Seller) which shall pay the same to the appropriate Governmental Authority. If such bill also includes the period ending after the Closing Date, the Party receiving such bill shall promptly deliver such bill to the other Party and Seller shall remit, prior to the due date of assessment, to Buyer payment only for the proportionate amount of such Tax by bill that is attributable to a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period period ending on or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on prior to the Closing Date. The portion If either Buyer or Seller shall make a payment for which it is entitled to reimbursement under this Section 6.7, the Party that is liable for such payment pursuant to this Section 6.7 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. Any Tax related refunds, credits or overpayments attributable to any Charges shall be apportioned between Buyer and Seller in accordance with the apportionment provided in this Section 6.7. Any reimbursement by one Party to any other Party shall be treated as adjustments to the Post-Closing Straddle Period shall be calculated in a corresponding mannerPurchase Price.

Apportionment of Taxes. For purposes of this Agreement, all Seller shall be responsible for and pay any Taxes and Tax liabilities with respect to the incomeBusiness and Purchased Assets relating to periods (or portions thereof) ending on or before the Closing Date, propertyprovided that Seller shall be liable only to the extent that such Taxes exceed the amount, employees or operations if any, of such Taxes that Seller has paid in advance. Buyer shall not file any amended Tax Returns relating to the JVC, as the case may be, that relate to a Purchased Assets for any taxable period that begins before ending on or prior to the Closing Date except as may be required by any applicable Taxing authority. Buyer shall be responsible for any Taxes with respect to the Business and ends Purchased Assets relating to periods (or portions thereof) beginning after the Closing Date Date. For the sole purpose of appropriately apportioning any Taxes relating to a period that includes (a “Straddle Period”but that does not end on) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through Date, the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related (or refund of such Tax) that is attributable to the Pre-portion of such period that ends on the Closing Straddle Period shall: Date shall be (a) in the case of Taxes other than sales a Tax that is not transaction-based (e.g., real and use taxespersonal property Taxes), value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the total amount of such Tax for the entire taxable full Tax period that includes the Closing Date multiplied by a fraction, the numerator of which is the number of days in from the Pre-beginning of such Tax period to and including the Closing Straddle Period Date, and the denominator of which is the total number of days in the entire Straddle Period such full Tax period, and (b) in the case of any sales or use taxesa Tax that is transaction-based (e.g., value-added taxesincome Taxes, employment Taxes and payroll taxes sales and use Taxes), the Tax that would be due with respect to such partial period, if such partial period were a full Tax period, apportioning income, gain, expenses, loss, deductions and credits based on an interim closing of the books. Any refunds of Taxes with respect to the Purchased Assets and interest thereon that are received by Buyer or its Affiliates, and any such amounts credited against Tax based on to which Buyer or measured by incomeits Affiliates become entitled, receipts or profits earned during a Straddle Period, be deemed equal that relate to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period Periods shall be deemed for the account of Seller, and Buyer shall pay over to be the greater of (i) Seller any such refund and interest or the amount of any such Tax measured by net worth credit within 15 days after receipt or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding mannerentitlement thereto.

Apportionment of Taxes. For purposes of this Agreement, all All Taxes and Tax liabilities with respect to the income, property, employees property or operations of the JVC, as TDI Companies and the case may be, TDI Subsidiaries that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) Tax Period shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) Tax Period and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shallas follows: (aA) in the case of Taxes that are either (1) based upon or related to income, receipts, capital or net worth (but not including sales and compensating use Taxes), or (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than sales and use taxesconveyances pursuant to this Agreement, value-added taxesas provided under Section 4.6(h)), employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, Taxes shall be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included with the Closing Date. To ; and (B) in the extent any income Tax is based case of Taxes imposed on a periodic basis with respect to the greater of a Tax on net incomeTDI Companies and TDI Subsidiaries, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by incomethe level of any item, on the other, the portion of such Tax related to the Pre-Closing Straddle Period Taxes shall be deemed to be the greater amount of such Taxes for the entire period (i) or, in the case of such Taxes determined on an arrears basis, the amount of such Tax measured by net worth or other basis determined as though the taxable values Taxes for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-period ending on the Closing Straddle Period Date and the denominator of which is the number of calendar days in the Straddle Period entire period. Subject to Section 4.6(g)(ii), the Parent and the Seller shall be liable for all Taxes attributable to a Pre-Closing Tax Period. Subject to Section 4.6(g)(i), the Purchaser, the TDI Companies and the TDI Subsidiaries shall be liable for all Taxes attributable to a Post-Closing Tax Period. Any deferred items taken into income pursuant to Treasury Regulation Sections 1.1502-13 and 1.1502-14, any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19 as a result of this transaction and any items of income, gain, deduction or (ii) loss arising out of or relating to the amount Asset Purchase Agreement or the transactions contemplated thereby shall for these purposes be apportioned to a Pre-Closing Tax Period. All transactions not in the ordinary course of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day business occurring on the Closing Date. The portion Date after the Purchaser’s purchase of the Shares shall be reported on the Purchaser’s federal Income Tax related Return to the Postextent permitted by Treasury Regulation Section 1.1502-Closing Straddle Period shall be calculated in a corresponding manner76(b)(1)(ii)(B).

Apportionment of Taxes. For purposes of this Agreement, all Taxes and the portion of Tax liabilities with respect that is attributable to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall will be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before close of business on the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the close of business on the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.68.4(b). The portion of such Tax related attributable to the Pre-Closing Straddle Period shall: will (ai) in the case of any Taxes other than sales and or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which that would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned Straddle Period ended on and included the Closing Date. To the extent that any income Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall will be deemed to be the greater of (i1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (ii2) if the amount of such Tax for the Straddle Period is measured by net income income, the amount of such Tax determined as though the applicable Tax period terminated as of at the end of the day on the Closing Date. The portion of Tax related attributable to the a Post-Closing Straddle Period shall will be calculated in a corresponding manner.

Apportionment of Taxes. For purposes of this Agreement, “Seller Tax Obligations” shall include: (a) all Taxes of any Acquired Company for any Pre-Closing Tax Period; and (b) any and all Taxes of any Person imposed on any Acquired Company and/or Buyer (to the extent pertaining to the Acquired Companies) as a transferee or successor, by contract, pursuant to any law, or otherwise, but only to the extent such Taxes relate to or arise out of a Pre-Closing Tax Period; provided, that any non-U.S. income Tax deductions attributable to payments made pursuant to the Surviving Plans and that are paid after the Closing Date shall be excluded from the computation of Seller Tax Obligations. Any and all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, Acquired Companies that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall Period will be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) Tax Period and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shallas follows: (ai) in the case of Taxes other than that are either (A) based upon or measured by reference to income, receipts, profits, capital or net worth (including sales and use taxesTaxes), value(B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible, other than as provided for in Section 9.6) or (C) required to be withheld, Taxes allocated to the Pre-added taxesClosing Tax Period will be deemed equal to the amount which would be payable if the Tax year ended at the end of the day on the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to the Acquired Companies other than those described in subsection (i) of this Section 9.1, employment and payroll taxes and any Taxes allocated to the Pre-Closing Tax based on or measured by income, receipts or profits earned during a Straddle Period, Period will be deemed to be the amount of such Tax Taxes for the entire taxable period (or, in the case of Taxes determined on an arrears basis, the amount of Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-period ending on the Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period and (b) in period; provided, however, that any non-U.S. income Tax deductions attributable to payments made pursuant to the case of any sales or use taxesSurviving Plans that are paid after the Closing Date shall, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during to the extent they relate to a Straddle Period, be deemed equal allocated to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on begins immediately after the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

Apportionment of Taxes. For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as In the case may beof any property or ad valorem Taxes (collectively, “Property Taxes”) that relate to are payable for a taxable Tax period that begins before and ends after includes (but does not end on) the Closing Date (a “Straddle Period”) shall be apportioned between ), the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related which relates to the Pre-Closing portion of such Straddle Period shall: (a) in ending on the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, Closing Date shall be deemed to be the amount of such Tax for the entire taxable period Straddle Period, multiplied by a fraction, fraction the numerator of which is the number of days in the Pre-Closing portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales Period. The Buyer shall pay or use taxescause to be paid, value-added taxeswhen due, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if applicable Taxing authority all Property Taxes relating to the relevant taxable Tax period or Tax year in during which the income, receipts or profits were earned ended on and included Closing Date occurs. Buyer shall send to the Closing Date. To Seller a statement that apportions the extent any income Tax is based on the greater of a Tax on net income, Property Taxes between Buyer on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, the Seller on the otherother hand, based upon Property Taxes actually invoiced and paid to the Taxing authority by Buyer for the Tax period that includes the Closing Date, with the Seller being responsible for the period prior to and including the Closing Date and the Buyer being responsible for the period subsequent to the Closing Date. Within ten (10) days of receipt of such statement and proof of payment, the Seller shall reimburse Buyer for the Seller’s pro-rated portion of such Property Taxes owed. With respect to all other Taxes payable for a Straddle Period, the portion of such Tax related which relates to the Pre-Closing portion of such Straddle Period ending on the Closing Date shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values if a separate return was filed for the entire Straddle Period equal the respective values period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and multiplying the remaining amount of Taxes (or Tax refunds) for such Tax by a fraction period shall be attributable to the numerator portion of which is the number of days during the Straddle Period beginning on the day immediately after the Closing Date; provided, however, that for purposes of this sentence, exemptions, allowances, or deductions that are in calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned between the Pre-Closing portion of such Straddle Period ending on the Closing Date and denominator the portion of which is such Straddle Period beginning on the day immediately after the Closing Date in proportion to the number of days in the Straddle Period or (ii) the amount of each such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding mannerperiod.

Apportionment of Taxes. For purposes (i) The parties agree, to the extent permissible under Applicable Laws, to elect to have each Tax year of this Agreement, all the Company and each Subsidiary end on the Closing Date. In the case of Taxes and Tax liabilities that are payable with respect to a Straddle Period, the income, property, employees or operations portion of any such Tax that is allocable to the portion of the JVC, as the case may be, that relate to a taxable period that begins before and ends after ending on the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shallbe: (ai) 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 or other than sales transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable period ended on the Closing Date; and use taxes(ii) in the case of Taxes imposed on a periodic basis with respect to the assets of the Company or any Subsidiary, value-added taxes, employment and payroll taxes and any Tax based on or otherwise measured by incomethe level of any item, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period Period. For purposes of clause (i) of the foregoing sentence, any item determined on an annual or periodic basis (including amortization and (bdepreciation deductions and the effects of graduated rates) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, shall be deemed equal allocated to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day ending on the Closing Date and multiplying based on the amount of such Tax by a fraction the numerator of which is the relative number of days during in such portion of the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is as compared to the number of days in the entire Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in the preceding sentence taking into account the type of Tax to which the refund relates. In the case of any Tax based upon or measured by capital (iiincluding net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this provision shall be computed by reference to the amount level of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day items on the Closing Date. The portion All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of Tax related the Company and the Subsidiaries. For taxable periods ending on or prior to the Post-Closing Straddle Period Date, the entire amount of Taxes shown on (or required to be shown on) Tax Returns with respect to such taxable periods shall be calculated in a corresponding mannerallocable to the Seller.

Apportionment of Taxes. For purposes of this Agreement, all Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net 31 income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.. 11.7

Apportionment of Taxes. For purposes of this Agreement(a) With respect to any Taxes imposed upon Company, all Taxes and Tax liabilities SCI LLC or the Foreign Entities that are payable with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after the Closing Date (a “Straddle Period”) shall be apportioned between , the period portion of any such Taxes that are allocable to the portion of the Straddle Period that extends before ending on the Closing Date through the day before the Closing Date shall, (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a1) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax that are either (x) based on upon or measured by related to income, receipts or profits earned during shareholders' equity or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) be deemed equal to the amount that would be payable if the Tax year ended on the Closing Date and (2) in the case of Taxes (other than those described above in clause (1)) imposed on a Straddle Periodperiodic basis with respect to the Company, SCI LLC or the Foreign Entities or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period and Period. For purposes of clause (b1) in of the case of preceding sentence, any sales exemption, deduction, credit or use taxes, value-added taxes, employment and payroll taxes and any Tax based other item that is calculated on or measured by income, receipts or profits earned during a Straddle Period, an annual basis shall be deemed equal allocated to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day ending on the Closing Date and on a pro rata basis determined by multiplying the entire amount of such Tax item allocated to the Straddle Period by a fraction fraction, the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in ending on the Pre-Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period Period. In the case of any Tax based upon or measured by capital (iiincluding net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.2(a) shall be computed by reference to the amount level of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day items on the Closing Date. The portion of Tax related to the Post-Closing Straddle Period shall be calculated in a corresponding manner.

Apportionment of Taxes. For purposes of this Agreement, all Any Taxes and Tax liabilities with respect to the income, property, employees or operations of the JVC, as the case may be, that relate to for a taxable period that begins beginning on or before the Closing Date and ends ending after the Closing Date (a “Straddle "Split Tax Period”") with respect to the Company and any of the Included Subsidiaries shall be apportioned between the portion of such taxable period of the Straddle Period that extends before the Closing Date through the day before ending on the Closing Date (the “"Pre-Closing Straddle Period”") and the portion of such period of beginning on the Straddle Period that extends from day following the Closing Date to the end of the Straddle Period (the “"Post-Closing Straddle Period”") in accordance with this Section 11.6. The portion based upon an interim closing of the books of the Company, the Included Subsidiaries and their respective Affiliates; provided, that exemptions, allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions), lower bracket amounts, and Taxes calculated on a periodic basis (such Tax related to as real property Taxes) shall be allocated between the Pre-Closing Straddle Period shall: (a) and the Post-Closing Period in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed proportion to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the each such period. Closing Date. To Notwithstanding anything herein to the extent any income Tax is based on contrary, the greater of a Tax on net incomeAcquired Companies, on the one handjointly and severally, shall be liable for, and a Tax measured by net worth shall indemnify and hold Seller and its Affiliates harmless against, any and all Taxes of the Company and the Included Subsidiaries attributable to operations, acts or some other basis not otherwise measured by income, on the otheromissions of Purchaser, the portion of such Tax related to Company or the Pre-Included Subsidiaries occurring after the Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are not in the Pre-ordinary course of business (including but not limited to any Tax elections made after the Closing Straddle Period and denominator of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date). The portion All transactions occurring not in the ordinary course of business after the Closing on the Closing Date shall be reported on the separate consolidated United States Federal Income Tax related Return of the Company or Purchaser, as applicable, to the Postextent permitted by Treasury Regulations 1.1502-Closing Straddle Period 76(b)(1)(ii)(B), and shall be calculated similarly reported on other Income Tax Returns of Purchaser and the Company and the Included Subsidiaries to the extent permitted by law. Overlap with Indemnity. Notwithstanding anything to the contrary in a corresponding mannerthis Agreement, the indemnity obligations of Seller and Purchaser and the Acquired Companies under this Section 6.3 relating to Taxes shall (i) apply without any minimum threshold amount or any maximum limitation, and (ii) survive until the expiration of the relevant applicable statute of limitations (giving effect to any waiver or extension thereof). If there is any conflict between the provisions of this Section 6.3 and the indemnity provisions under Article VIII, the provisions of this Section 6.3 shall govern.

Apportionment of Taxes. For purposes (a) The portion of this Agreement, all Taxes and Tax liabilities with respect attributable to the income, property, employees or operations portion of the JVC, as the case may be, that relate to a taxable period that begins before and ends after Straddle Period ending on the Closing Date (a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: ), if any, will (a) in the case of any Taxes other than sales and or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period adjusted for any acquisitions or dispositions of assets during the Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire such Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which that would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned such Straddle Period ended on and included the Closing Date. To the extent any income Tax is based on the greater Any credit or refund resulting from an overpayment of Taxes for a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed prorated based upon the method employed in this Section 6.3, taking into account the type of Tax to which such credit or refund relates. For avoidance of doubt, the Owners shall be the greater of (i) the amount of such entitled any credit or refund relating to any Pre-Closing Tax measured by net worth Period or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Parent shall be entitled to any credit or refund relating to any Tax period other than any Pre-Closing Tax Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated as of the end of the day on the Closing Date. The portion of Tax related to the PostPre-Closing Straddle Period shall be calculated in a corresponding mannerPeriod.

Apportionment of Taxes. For purposes of this Agreement, The Seller shall be liable for and shall pay all Taxes of Holdings and Tax liabilities each of its Subsidiaries imposed with respect to, incurred in or attributable to the incomeany Pre-Closing Tax Period. The Purchaser shall be liable for and shall pay all Taxes of Holdings and each of its Subsidiaries imposed with respect to, propertyincurred in or attributable to any Post-Closing Tax Period. All Taxes of Holdings and each of its Subsidiaries other than Transfer Taxes or Taxes based upon or related to income or receipts, employees or operations of the JVC, as the case may be, that relate to a taxable period that begins before and ends after which includes (but does not end on) the Closing Date (a “Straddle Period”) ), shall be apportioned between the period of the Straddle Period that extends before the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) Seller and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related to the Pre-Closing Straddle Period shall: (a) in the case of Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax Purchaser based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is upon the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on before and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall be deemed to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on after the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are amounts set forth in the Pre-Closing Straddle Period current Tax bills. Taxes based on income or receipts of Holdings or any of its Subsidiaries shall be allocated between the Seller and denominator the Purchaser based on an interim closing of which is the number of days in the Straddle Period or (ii) the amount of such Tax measured by net income determined as though the applicable Tax period terminated books as of the end of the day on the Closing Date. The Seller shall be liable for Taxes of Holdings and its Subsidiaries that are attributable to the portion of Tax related the Straddle Period ending on and including the Closing Date and the Purchaser shall be liable for Taxes of Holdings and each of its Subsidiaries that are attributable to the Post-Closing portion of the Straddle Period beginning on the day following the Closing Date. The Purchaser and the Seller hereby agree that the Tax year of Holdings and Penn Xxxxxx shall be calculated terminate for U.S. federal income Tax purposes at the end of the day on the Closing Date under Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and for U.S. state and local income Tax purposes under any corresponding provisions of U.S. state or local Tax Law) as a result of the acquisition of the Shares, with items of income, gain, loss and deduction allocated in a corresponding manneraccordance with the provisions of Treasury Regulations Section 1.1502-76. The Purchaser and Seller agree to cause the Subsidiaries that are resident of Canada for purposes of the Income Tax Act (Canada) (“Canadian Subsidiaries”) to make such elections under the Income Tax Act (Canada) and all other applicable Canadian Tax Law in their Tax Returns for the Tax year ending upon the Closing Date, such that Purchaser’s acquisition of control of the Canadian Subsidiaries occurs at the end of the day on the Closing Date.

Apportionment of Taxes. For purposes In the case of this Agreementany Straddle Period, all property and ad valorem Taxes and Tax liabilities with respect to assessments on the incomeMEMCOR® Product Line Assets for any Straddle Period shall be prorated between Operating Sellers and Buyer, property, employees or operations as of the JVC, as the case may be, that relate to a taxable period that begins before and ends after close of business on the Closing Date based on the best information then available, with (i) Operating Sellers being liable for such Taxes attributable to any portion of a “Straddle Period”) shall be apportioned between the period of the Straddle Period that extends before ending on or prior to the Closing Date through the day before the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.6. The portion of such Tax related Taxes shall be allocable to the Pre-Closing Tax Period and (ii) Buyer being liable for such Taxes attributable to any portion of a Straddle Period shall: (a) in beginning after the case Closing Date. Information available after the Closing Date that alters the amount of property Taxes other than sales and use taxes, value-added taxes, employment and payroll taxes due with respect to the Straddle Period will be taken into account and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be change in the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period Taxes shall be prorated between Operating Sellers and the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, Buyer. All prorations under this Section 8.02 shall be deemed equal allocated so that items relating to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included the Closing Date. To the extent any income Tax is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing a Straddle Period shall be deemed ending on or prior to be the greater of (i) the amount of such Tax measured by net worth or other basis determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Date and multiplying shall be allocated to the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and denominator of which is Operating Sellers based upon the number of days in the Straddle Period on or (ii) prior to the amount Closing Date and items related to the portion of such Tax measured by net income determined as though a Straddle Period beginning after the applicable Tax period terminated as Closing Date shall be allocated to Buyer based upon the number of days in the end of the day on Straddle Period after the Closing Date. The portion amount of Tax related all such prorations shall, if able to be calculated on or prior to the Post-Closing Date, be paid on the Closing Date or, if not able to be calculated on or prior to the Closing Date, be calculated and paid as soon as practicable thereafter. Any refunds of property and ad valorem Taxes with respect to the MEMCOR® Product Line Assets for any Straddle Period shall actually received will be calculated apportioned between Buyer and Operating Sellers in a corresponding mannermanner consistent with the allocation of Taxes as set forth in this Section 8.02.

Apportionment of Taxes. For purposes of this Agreement, all Taxes the portion of Tax, (i) with respect to the Transferred Assets and Tax liabilities (ii) with respect to the income, property, employees property or operations of the JVCTransferred Companies, as the in either case may be, that relate is attributable to a taxable any Tax period that begins on or before the Initial Closing Date and ends after the Initial Closing Date (a “Straddle Period”) shall will be apportioned between the period of the Straddle Period that extends before the Initial Closing Date through the day before the Initial Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the day after the Initial Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 11.610.4(c). The portion of such Tax related attributable to the Pre-Closing Straddle Period shall: will (ai) in the case of any Taxes other than sales and or use taxesTaxes, value-value added taxesTaxes, employment and payroll taxes Taxes, withholding Taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the entire Straddle Period Period, and (bii) in the case of any sales or use taxesTaxes, value-value added taxesTaxes, employment and payroll taxes Taxes, withholding Taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which that would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned Straddle Period ended on and included the Initial Closing Date. To the extent that any income Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period shall will be deemed to be the greater of (i1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Initial Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (ii2) if the amount of such Tax for the Straddle Period is measured by net income income, the amount of such Tax determined as though the applicable Tax period terminated as of at the end of the day on the Initial Closing Date. The portion of Tax related attributable to the a Post-Closing Straddle Period shall will be calculated in a corresponding manner.

Apportionment of Taxes. For purposes of this Agreement, all Taxes and the portion of Tax liabilities with respect to the income, property, employees property or operations of the JVC, as the case may be, Target that relate to a taxable any Tax period that begins on or before the Effective Date and ends after the Closing Effective Date (a “Straddle Period”) shall will, except to the extent that it is included as a liability for purposes of computing Closing Working Capital, be apportioned between the period of the Straddle Period that extends before the Closing Effective Date through the day before the Closing Effective Date (the “Pre-Closing Straddle Stub Period”) and the period of the Straddle Period that extends from the Closing day after the Effective Date to the end of the Straddle Period (the “Post-Closing Straddle Stub Period”) in accordance with this Section 11.66.3. The portion of such Tax related attributable to the Pre-Closing Straddle Stub Period shall: shall (ai) in the case of any Taxes other than sales and or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Stub Period and the denominator of which is the number of days in the entire Straddle Period Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment and payroll taxes taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned Straddle Period ended on and included the Closing Effective Date. To the extent that any income Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Stub Period shall be deemed to be the greater of (i1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the end of the day on the Closing Effective Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Stub Period and the denominator of which is the number of days in the Straddle Period or (ii2) if the amount of such Tax for the Straddle Period is measured by net income income, the amount of such Tax determined as though the applicable Tax period terminated as of at the end of the day on the Closing Effective Date. The portion of Tax related attributable to the a Post-Closing Straddle Stub Period shall be calculated in a corresponding manner. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) imposed on Target in connection with this Agreement will be borne and paid by the Holders when due, and the Holders, at their own expense, will cause to be filed all necessary Returns and other documentation with respect to all such Taxes and fees.