Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If (a) To the Acquired Company is permittedextent permitted or required by applicable Law, but not required, under applicable foreign, state or local Income Tax Laws to treat the taxable year of each of the Purchased Entities that includes the Closing Date as the last day of a taxable period, such day shall be treated as closing on (and including) the last day Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of a taxable period. All this Agreement, in the case of any Straddle Period, (i) property Taxes and Tax liabilities with respect other Taxes imposed on a periodic basis allocable to the Acquired Company that relate Pre-Closing Tax Period 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 and (ii) Taxes (other than Taxes described in clause (i)) allocable to a Straddle the Pre-Closing Tax Period shall be apportioned computed as if such taxable period ended as of the end of the day on the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: in proportion to the number of days in each period. Subject to the provisions of this Agreement, Seller shall be liable for Taxes (aother than Transfer Taxes) in the case of Taxes that are either (i) based upon or measured by reference attributable to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period Period, and Purchaser shall be deemed equal to the amount which would be payable if the Tax year liable for Taxes (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basisExcluded Taxes) ended at the end of the day on the that are attributable to any Post-Closing Date; and Tax Period. Seller shall also be responsible, without duplication, for any Excluded Taxes (except for any Excluded Taxes for which Seller is not required to indemnify Purchaser pursuant to Section 9.2(c)(vi)). (b) in the case Payment by Seller and Seller’s Affiliates of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period any amount due under this Article VI shall be deemed to be the amount of such Taxes for the entire period made no later than three (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 3) days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall date such amounts are required to be allocated paid to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer appropriate Taxing Authority or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerother appropriate party.

Apportionment of Taxes. If the Acquired Company is permittedFor all purposes under this Agreement, but not required(i) all real property Taxes, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All personal property Taxes and Tax liabilities other ad valorem Taxes and similar ad valorem obligations levied with respect to the Businesses or the Acquired Company that relate to Assets for a Straddle Period shall be apportioned between Seller and Buyer as of the Pre-Closing Tax Period based on the number of days of such taxable period ending on and including the Closing Date and the Post-number of days of such taxable period after the Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales Date and use Taxes), (ii) imposed in connection all other Taxes levied with any sale respect to the Businesses or other transfer or assignment the Acquired Assets for a Straddle Period shall be apportioned between Seller and Buyer as though the taxable year terminated, and based on a closing of property (real or personalthe books, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to at the end of the Closing Date. Seller shall be withheld, liable for the proportionate amount of such Taxes apportioned that is attributable to the Pre-Closing Tax Period Period, and Buyer shall be deemed equal to liable for the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt after Closing of any bill for real or personal property and other ad valorem Taxes and similar ad valorem obligations relating to the entire period (orBusinesses or the Acquired Assets for a Straddle Period, in Seller and Buyer, as applicable, shall present a statement to the case of such Taxes determined on an arrears basis, other setting forth the amount of reimbursement to which each is entitled under this Section 5.4(e) together with such Taxes 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 Party within 20 days after delivery of such statement. In the event that either Seller or Buyer shall make any other payment for the immediately preceding periodwhich it is entitled to reimbursement under this Section 5.4(e), multiplied by the other Party shall make such reimbursement promptly but in no event later than 20 days after the presentation of a fraction, statement setting forth the numerator amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the number amount of calendar days in the period ending on the Closing Date reimbursement. If any amount of such Straddle Period real or personal property and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything other ad valorem Taxes and similar ad valorem obligations relating to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer Businesses or the Acquired Company on or after the Closing Date that is not Assets are refunded, such refund shall be shared by Xxxxx and Seller in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and manner described above in clause (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Selleri).

Apportionment of Taxes. If (i) Sellers shall be responsible for all Taxes imposed on the Acquired Company is permitted, but not required, under applicable foreign, state for any Pre-Closing Period or local Income Tax Laws to treat Pre-Closing Portion in excess of the Liability for Taxes reflected in the calculation of Closing Date as the last day of a taxable period, such day Net Working Capital. Sellers shall be treated as responsible for all Taxes (other than Taxes imposed on the last day of a taxable period. All Taxes and Tax liabilities Company) that are due or become due with respect to the Acquired assets and properties of the Company for any Pre-Closing Period or Pre-Closing Portion. (ii) Except as provided in Section 7.03(a)(i), Purchaser shall be responsible for all Taxes imposed on the Company or that relate are due or become due with respect to a the assets and properties of the Company. (iii) Taxes for any Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period allocated as follows: (ax) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (for real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other personal property Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes allocable to the Pre-Closing Portion shall be equal to the amount of such property Taxes for the immediately preceding period), such Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the period ending on the Pre-Closing Date Portion and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period; and (y) for all other Taxes, the amount of such Taxes allocable to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) Pre-Closing Portion shall be determined based on an actual closing of the books used to calculate such Taxes as if a taxable period ended as of the close of business on the Closing Date (with exemptions, allowances or deductions that are calculated on an annual basis including depreciation and amortization deductions, being allocated to the Pre-Closing Tax Period Portion based upon the number of days in the Pre-Closing Portion relative to the extent permitted number of days in such Straddle Period). (iv) Each Party shall cooperate in assuring that Taxes that are the responsibility of Sellers pursuant to this Section 7.03(a) are paid by applicable LawsSellers, and that Taxes that are the responsibility of the Purchaser pursuant to this Section 7.03(a) are paid by the Purchaser. (Bv) Any refunds or credits of Taxes of the Company relating to the period prior to the Closing Date (plus any Taxes attributable to any action taken by Buyer interest received with respect thereto and including, without limitation, refunds or the Acquired Company credits arising from amended returns filed on or after the Closing Date Date), shall be for the account of the Sellers (and shall be shared equally, as between the Sellers) and, if received or utilized by Purchaser or its Affiliates, shall (after reduction by the amount of any Tax imposed on Purchaser or the Company as a result of the receipt of the refund or credit) be paid to the Sellers within ten (10) days after receipt CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by Purchaser or such Affiliate; provided, however, that is not if any of such refunds or credits are reflected in the ordinary course calculation of business shall Closing Date Net Working Capital, such refunds or credits will be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance account of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerCompany.

Apportionment of Taxes. If the (a) With respect to any Taxes imposed upon any Acquired Company is permittedthat are payable with respect to a Straddle Period, but not required, under applicable foreign, state or local Income Tax Laws the portion of any such Taxes that are allocable to treat the portion of the Straddle Period ending on the Closing Date as the last day of a taxable periodshall, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (ai) in the case of Taxes that are either (iA) based upon or measured by reference related to income, receipts, profits, capital, receipts or net worth shareholders’ equity or (including sales and use Taxes), (iiB) imposed in connection with any sale sale, transfer or other assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which that would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and , (bii) in the case of all Taxes (other Taxes, such Taxes apportioned than those described above in clause (i)) imposed on a periodic basis with respect to the Pre-Closing Tax Period shall Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire period Straddle Period (or, in the case of such 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 period portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to Straddle Period, and (iii) in the contrary in case of Taxes that are imposed as a result of transactions occurring on the Closing Date that are outside the ordinary course of business and not contemplated by this Agreement, be deemed to be the amount of such Taxes that is properly allocable (Abased on, among other relevant factors, factors set forth in Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid portion of the Closing Date prior to the Closing. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date on a pro rata basis determined by multiplying the entire amount of such item allocated to the extent permitted Straddle Period by applicable Lawsa fraction, the numerator of which is the number of calendar days in the 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. In the case of any Tax based upon or measured by capital (Bincluding 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 level of such items on the Closing Date. (b) The Stockholders’ Representative (for further distribution to the Payment Parties) shall be entitled to be paid any refunds or credits (including any interest paid or credited with respect thereto) in respect of any Liability for any Tax of the Payment Parties or any of their Affiliates (including the Acquired Companies), for any Tax periods or portion thereof ending on or before the Closing Date (including any Taxes attributable allocated to such period under Section 7.2(a)) or for which the Indemnifying Parties are otherwise liable under Section 7.1. The Stockholders’ Representative may request the Acquired Companies pursue a claim for refund for any Tax periods or portion thereof ending on or before the Closing Date, in which case any such claim for refund shall be treated as a Contest for purposes of Section 7.5, provided that the cost of contesting such Contest shall be borne by the Stockholders’ Representative. The Acquired Companies shall be entitled to any action taken by Buyer refunds or credits (including any interest paid or credited with respect thereto) in respect of any Liability for any Tax of the Acquired Company on Companies or any of its Affiliates, for any Tax periods or portion thereof beginning after the Closing Date that is not in the ordinary course of business shall be (including any Taxes allocated to such period under Section 7.2(a)) and for which the taxable period beginning Indemnifying Parties do not have an indemnification obligation under Section 7.1. Each Party shall cause any amount to which the other Party is entitled under this Section 7.2(b), but which is received or credited to the Party not so entitled or any of such Party’s Affiliates, at any time after the Closing on the Closing Date, and to be paid to the Party so entitled in immediately available funds promptly after receipt (C) for or, if the avoidance amount of doubtthe credit or refund is applied against any other Liability of the Party not so entitled, payment within ten days of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 notice of this Agreement shall be the responsibility of Sellersuch application).

Apportionment of Taxes. If In order to apportion, appropriately, any Taxes relating to any taxable year or period that includes an Interim Period, the Acquired Company is permittedparties hereto shall, but not required, to the extent permitted under applicable foreignlaw, state elect with the relevant Tax authority to treat for all purposes the Closing Date as the last day of the taxable year or local Income Tax Laws period of MEI or PPC, as the case may be, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Section 12(b). In any case where applicable law does not permit MEI or PPC, as the case may be, to treat the Closing Date as the last day of a the taxable periodyear or period of MEI or PPC, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities case may be, with respect to Taxes that are payable with respect to an Interim Period, the Acquired Company portion of any such Tax that relate is allocable to a Straddle the portion of the Interim Period ending on the Closing Date shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: be: (ai) in In the case of Taxes that are either (i1) based upon or measured by reference to income, receipts, profits, capitalIncome Taxes, or net worth (including sales and use Taxes), (ii2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)) including all Taxes incurred through the Closing Date as a result of the transfers contemplated hereunder, other than conveyances pursuant to this Agreement (as provided under sales or use taxes covered by Section 7.7.614(l), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed an amount equal to the amount which that would be payable if the Tax taxable year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing DateDate (except that solely for purposes of determining the effective tax rate applicable to income or receipts during such period in a jurisdiction in which such tax rate depends upon the level of income or receipts, annualized income or receipts may be taken into account, if appropriate, for an equitable sharing of such Taxes); and and (bii) in In the case of all other TaxesTaxes not described in subparagraph ((i)) above that are imposed on a periodic basis and measured by the level of any item, such Taxes apportioned an amount equal to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the period Interim Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire relevant period. Notwithstanding anything to the contrary in this Agreement, (A) The Buyer shall not receive an indemnity for any deduction ad valorem taxes attributable to any Selling Expenses (including any amount increase in the assessed value of MEI's or PPC's property that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or is proposed after the Closing Date that is not for an Interim Period nor shall MEI or PPC receive a benefit for any decrease in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellersuch assessed value.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date Except as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All provided in Section 8.08(b): (i) Sales and use Taxes and Tax liabilities with respect to the Acquired Company that relate Purchased Assets relating to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case following manner: the amount of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned allocated to the Pre-Closing Tax Period or Post-Closing Tax Period included in the Straddle Period shall be deemed equal to determined by closing the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end books of the day Company as of the close of business on the Closing Date; Date and by treating each of such Pre-Closing Tax Period and Post-Closing Tax Period as a separate taxable year. (bii) Property Taxes relating to a Straddle Period shall be apportioned in the case following manner: the amount of all other Taxes, such Property Taxes apportioned allocated to the Pre-Closing Tax Period included in a Straddle Period shall be deemed equal to be the total amount of such Property Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on Pre-Closing Tax Period included in the Closing Date Straddle Period and the denominator of which is the total number of calendar days in the entire periodStraddle Period. Notwithstanding anything The amount of Property Taxes attributable to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been Post-Closing Tax Period included in calculating Selling Expenses but a Straddle Period shall be equal to the total amount of Property Taxes for the fact that such Straddle Period less the amount was paid prior to the Closing) shall be allocated of Property Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period. (iii) Sellers shall be liable for (and shall promptly reimburse Purchaser to the extent permitted by applicable LawsPurchaser shall have paid) that portion of sales, (B) any use and Property Taxes attributable to any action taken by Buyer relating to, or the Acquired Company on or after the arising in respect of, Pre-Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerTax Periods.

Apportionment of Taxes. If (a) Except as otherwise provided in this Article VI, (i) the Sellers shall and shall cause the Other Sellers, as the case may be, to bear (A) all Taxes of any kind relating to the Assets or the conduct or operation of the Acquired Company is permitted, but not required, under applicable foreign, state Business for all Tax periods or local Income Tax Laws to treat portions thereof ending on or before the Closing Date as and (B) all Taxes of any Seller imposed on or measured by such Seller’s net income, gross income, capital, gross receipts, profits, and all Taxes of the last day same or of a taxable periodsimilar nature, such day for any Tax period (excluding Transfer Taxes that are the responsibility of the Purchaser pursuant to Section 6.1(a)) and (ii) the Purchaser shall be treated as and shall cause the last day of a taxable period. All Designated Purchasers to bear all Taxes and Tax liabilities with respect relating to the Assets or the conduct or operation of the Acquired Company Business for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Pre-Closing Tax Period Sellers, on the one hand, and the Post-Purchaser and the Designated Purchasers, on the other hand, based on the portion of the period ending on and including the Closing Tax Date and the portion of the period beginning after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period as followsin the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basisa Property Tax, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of all other Taxes (other than Transfer Taxes allocated under Section 6.1), (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) Taxes shall be allocated to determined from the Pre-Closing Tax Period to books and records of the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to relevant Person as though the taxable period beginning after terminated at the Closing close of business on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to a Company (or the Acquired Company Equityholders by virtue of the tax status of a Company) that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either either: (i) based upon or measured by reference to income, receipts, profits, capital, capital or net worth (including sales and use Taxes), ; (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), ) other than conveyances pursuant to this Agreement (Transfer Taxes as provided under Section 7.7.6), defined below; or (iii) required to be withheld, the amount of such Taxes apportioned allocated to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the a Company’s Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all Taxes imposed on a periodic basis with respect to a Company other Taxesthan those described in clause (a), the amount of such Taxes apportioned allocated to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this AgreementThe Equityholders will be solely liable for, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated and will timely pay, all Taxes and Tax liabilities allocable to the Pre-Closing Tax Period of each Company, including, without limitation, any portion of a Straddle Period allocable or apportioned to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Pre-Closing Date that is not in the ordinary course of business shall Tax Period. Purchaser will be allocated to the taxable period beginning after the Closing on the Closing Datesolely liable for, and (C) for the avoidance of doubtwill timely pay, payment of any and all Taxes and TaxTax liabilities allocable to the Post-related expenses attributable Closing Tax Period of each Company, including, without limitation, any portion of a Straddle Period allocable or apportioned to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerPost-Closing Tax Period.

Apportionment of Taxes. If the Acquired Company is permittedFor purposes of this Agreement, but not required, under applicable foreign, state if any Tax (or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate refund) relates to a Straddle Period (other than Transfer Taxes which shall be apportioned between allocated to Buyer in accordance with Section 9.7), the parties shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period as follows: Period: (a) in the case of property Taxes that are either (i) based upon or measured by reference and other similar Taxes imposed on a periodic basis, the amount attributable to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Seller’s Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to Straddle Period; provided, however, if as a result of the contrary in 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 after the Closing Date; (Ab) any deduction in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Seller’s Pre-Closing Tax Period shall be determined as if the applicable Acquired Entity or Seller filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the close of business on the Closing Date using a “closing of the books methodology”; (c) for purposes of this Section 9.2, exemptions, allowances or deductions that are calculated on an annual basis and annual property Taxes shall be prorated on the basis of the number of days in the annual period elapsed as of the close of business on the Closing Date as compared to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or number of days in the Acquired Company on or annual period elapsing after the Closing Date that is Date; (d) all Taxes for a Straddle Period not in the ordinary course of business specifically allocated to Seller’s Pre-Closing Tax Period pursuant to this Section 9.2 shall be allocated to Buyer’s Post-Closing Tax Period; (e) Buyer shall be obligated to reimburse Seller with respect to any Assumed Taxes to the taxable period beginning after the Closing on the Closing Dateextent paid by Seller, and such reimbursement shall be made within 30 business days following notification from Seller with respect to the amount of Assumed Taxes paid by Seller and due from Buyer; and (Cf) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable Seller shall be obligated to reimburse Buyer with respect to any action taken Retained Taxes to the extent paid by the Acquired Company or Seller pursuant to Sections 2.3.2Buyer, 2.3.3 and 2.3.4 of this Agreement such reimbursement shall be made within 30 business days following notification from Buyer with respect to the responsibility amount of Retained Taxes paid by Buyer and due from Seller.

Apportionment of Taxes. If the Acquired Company is permittedFor purposes of this Agreement, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All all Taxes and Tax liabilities with respect to the Acquired income, assets or activities of the Company that relate to a Straddle Period shall Taxable year or other Taxable period beginning before and ending after the Closing Date will be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) other than those based upon or measured by reference to income, sales, proceeds, profits, receipts, profitswages, capitalcompensation or similar items, or net worth (including sales and use Taxes)on a per diem basis, (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned allocating to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of any such 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 Taxable period ending on up to and including the Closing Date Date, and the denominator of which is the total number of calendar days in the entire Taxable period. Notwithstanding anything ; and (b) in the case of Taxes based upon income, sales, proceeds, profits, receipts, wages, compensation or similar items, the amount attributable to a Pre-Closing Tax Period ending on the Closing Date shall be determined on the basis of a closing of the books as of the close of business on the Closing Date, except that any deductions attributable to the contrary in this AgreementCompany liabilities which, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated Tax purposes, are related to the Pre-Closing Tax Period to but are not taken into account as the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Company’s liabilities for purposes of Closing Date that is Working Capital, shall not in be considered to reduce the ordinary course amount of business any Tax liability for a Pre-Closing Tax Period, but shall instead be allocated to the taxable period beginning after the Closing on Date solely for purposes of determining the Closing Dateexistence and the amount of indemnifiable Damages hereunder (irrespective of the appropriate Tax reporting treatment, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement which shall be determined in the responsibility sole discretion of Sellerthe Buyer, except as may be otherwise determined under Section 8.2).

Apportionment of Taxes. If In order to apportion appropriately any Taxes relating to a period that includes but does not end on the Acquired Company is permittedClosing Date, but not requiredthe parties hereto will, under applicable foreignto the extent permitted by Applicable Laws, state or local Income Tax Laws elect with the relevant Taxing Authority to treat the Closing Date as the last day of a taxable periodperiod of the Company and each Subsidiary, and the such day taxable period shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period. To the extent any such election is not available, Taxes for any Straddle Period will be allocable between the portion of such Straddle Period treated as a Pre-Closing Period and the portion of such Straddle Period treated as a Post-Closing Tax Period as follows: (a) in the case of any Taxes that are either (i) based upon on or measured by reference to income, income or receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned allocable to the Pre-Closing Tax Period shall will be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than determined based on an annual basis) ended at the end interim closing of the day books as of the close of business on the Closing Date; , and Taxes allocable to the Post-Closing Period shall be the remainder of such Taxes for such Straddle Period, and (b) in the case amount of all other Taxes, such Taxes apportioned of the Company for a Straddle Period that are allocable to the Pre-Closing Tax Period shall will be deemed to be the amount of such Taxes Tax 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 from (and including) the first day of such taxable period ending on through (and including) the Closing Date Date, and the denominator of which is the number of calendar days in such Straddle Period, and the entire period. Notwithstanding anything remainder of Taxes for such Straddle Period shall be allocable to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the PrePost-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerPeriod.

Apportionment of Taxes. If (a) Except as otherwise provided in this ARTICLE VI, (i) the Acquired Company is permittedSellers shall, but not requiredand shall cause the other Sellers (to the extent such Sellers are their Subsidiaries), under applicable foreignas the case may be, state to bear all Taxes of any kind relating to the Assets or local Income the conduct or operation of the Business for all Tax Laws to treat periods or portions thereof ending on or before the Closing Date as and (ii) the last day of a taxable period, such day Purchaser shall be treated as and shall cause the last day of a taxable period. All Designated Purchasers to bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets or the conduct or operation of the Business for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Pre-Closing Tax Period Sellers, on the one hand, and the Post-Purchaser and the Designated Purchasers, on the other hand, based on the portion of the period ending on and including the Closing Tax Date and the portion of the period beginning after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period as followsin the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income The portion of Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired income, receipts, property, profits, wages, capital, net worth or operations of the Company that relate is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period shall Period”) will be apportioned between the portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Tax Period Straddle Period”) and the 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 6.2. The portion of Tax attributable to the Pre-Closing Straddle Period as follows: will (a) in the case of any Taxes that are either (i) other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or measured by reference to income, receiptsreceipts or profits earned during a Straddle Period, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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 period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment 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 contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in calculating Selling Expenses but a corresponding manner. To the extent that any Tax for a Straddle Period is based on the fact that 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 hand, the portion of such amount was paid prior to the Closing) shall be allocated Tax related to the Pre-Closing Tax Straddle Period to and the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Post-Closing Date that is not in the ordinary course of business shall Straddle Period will be allocated to the taxable period beginning after the Closing determined based on the Closing Dateforegoing 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 (C) for pursuant to Article VIII shall indemnify and hold harmless the avoidance of doubtCompany, payment of Parent and each Parent Indemnitee from and against any and all Taxes and Tax-related expenses attributable to any action taken Losses incurred or suffered by the Acquired Company Company, Parent or Seller pursuant to Sections 2.3.2any Parent Indemnitee based upon, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerarising out of, or otherwise in respect of, Indemnified Taxes.

Apportionment of Taxes. If the Acquired Company is permittedFor purposes of this Agreement, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All all Taxes and Tax liabilities with respect to the Acquired Company 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 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 Tax Period 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 as followsshall: (a) in the case of Taxes that are either (i) other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based upon on or measured by reference to income, receiptsreceipts or profits earned during a Straddle Period, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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 period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything 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 contrary amount which would be payable if the relevant taxable period or Tax year in this Agreementwhich the income, (A) receipts or profits were earned ended on and included the Closing Date. To the extent any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for income Tax is based on the fact that 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 amount was paid prior to the Closing) shall be allocated 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 to equal the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or respective values as of the Acquired Company end of the day on or 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 is not are in the ordinary course Pre-Closing Straddle Period and denominator of business shall be allocated to which is the taxable 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 beginning after terminated as of the Closing end of the day on the Closing Date, and (C) for . The portion of Tax related to the avoidance of doubt, payment of any and all Taxes and TaxPost-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement Closing Straddle Period shall be the responsibility of Sellercalculated in a corresponding manner.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with (a) With respect to any Straddle Period, the Acquired Taxes of the Company that relate attributable to a such Straddle Period shall be apportioned between the portion of the Straddle Period that begins on the first day of the Straddle Period and ends on the date hereof (the “Pre-Closing Tax Straddle Period”), which portion shall be the responsibility of Seller (to the extent provided in Section 10.2), and all other Taxes attributable to the operations or assets of the Company for the Straddle Period and shall be the Post-Closing Tax Period as follows: responsibility of Purchaser. (ab) in In the case of Taxes that are either (i) based upon or measured by reference to incomeincome Taxes, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale employment Taxes, and Taxes based on gross or other transfer net receipts or assignment payments, the portion of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Straddle Period shall equal the amount that would be payable if the Straddle Period ended on the date hereof by means of closing the books and records of the Company as of the date hereof; provided, that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period (such as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the Pre-Closing Straddle Period and the portion of the Straddle Period that begins on the day immediately following the date hereof and ends on the last day of the Straddle Period (the “Post-Closing Straddle Period”) in proportion to the number of days in each such period. (c) In the case of Taxes not described in Section 10.3(b), the portion of the Tax allocated to the Pre-Closing Straddle Period shall equal the amount of Tax for the entire Straddle Period multiplied by the ratio of the number of days during the Pre-Closing Straddle Period to the extent permitted number of days during the entire Straddle Period. (d) Notwithstanding the foregoing provisions of this Section 10.3 and except as required by applicable LawsLaw, (B) any Taxes deductions for income Tax purposes that are attributable to the payment of bonuses, other compensation, the write off of capitalized financing fees and any action other deductions that arise on the date hereof as a result of the transaction contemplated by this Agreement, shall be taken by Buyer or the Acquired Company on or after the Closing Date that is not into account in the ordinary course of business Pre-Closing Straddle Period. (e) This Section 10.3 shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable apply mutatis mutandis to any action taken by Tax refunds or Tax credits to which the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall may be the responsibility of Sellerentitled.

Apportionment of Taxes. If For purposes of determining the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day amount of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate are attributable to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and (or portion of any Straddle Period ending on or prior to the Post-Closing Tax Period Date) the parties agree as follows: : (ai) in In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned attributable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end portion of the day Straddle Period ending on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period Date shall be deemed to be determined by multiplying the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; provided, that in the case of any such Taxes that are imposed in arrears, the amount of such Taxes for the entire Straddle Period shall be based on the amount of such Taxes that were actually imposed for the immediately preceding period. Notwithstanding anything . (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall be (x) treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) if and to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact extent that such amount was paid interest or penalties relate to a Company Prepared Return or otherwise to a breach of this Agreement by the Holder Representative or (prior to the Closing) by the Company and (y) treated as attributable to a Post-Closing Tax Period (or the portion of the Straddle Period beginning after the Closing Date) if and to the extent that such interest or penalties relate to a Newco Prepared Return or otherwise to a breach of this Agreement by Newco or its Affiliates (including Industrea, Concrete Parent, Concrete Merger Sub or (after the Closing) the Company and its Subsidiaries). (iii) In the case of Taxes (other than Taxes imposed under Section 965 of the Code) imposed on the Company or any Subsidiary of the Company or on Newco or any Affiliate of Newco, in each case, as a result of income from any Flow-Thru Entity directly or indirectly owned by the Company that is realized by the Flow-Thru Entity prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the Company or a Subsidiary of the Company for a Pre-Closing Tax Period. (iv) In the case of all other Taxes for a Straddle Period (including Income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined for the portion of the Straddle Period ending on as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (ii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company ending on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing based on the Closing Date, and mechanics set forth in clause (Ci) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerperiodic Taxes.

Apportionment of Taxes. If the Acquired Company is permitted, (i) In order to apportion any Taxes relating to any taxable year that includes but does not required, under applicable foreign, state or local Income Tax Laws to treat end on the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities (with respect to the Acquired Company that relate Rocketdyne Transactions) or the RDA Closing Date (with respect to the RDA Transactions), as applicable, (a “Straddle Period shall be apportioned between Period”), the amount of any Taxes based on or measured by income, receipts, services or transactions (including, income, sales, use, transfer, withholding, payroll and other employment Taxes) of the Companies for the Pre-Closing Tax Period or of PWPG for the Pre-RDA Closing Tax Period, as applicable, shall be determined based on an interim closing of the books as of the close of business on the Closing Date and the Post-RDA Closing Tax Date, respectively. The amount of any other Taxes of the Companies or of PWPG for a Straddle Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned relates to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-RDA Closing Tax Period Period, respectively, shall be deemed to be the amount of such Taxes Tax 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, fraction the numerator of which is the number of calendar days in the taxable period ending on up to and including the Closing Date or the RDA Closing Date, respectively, and the denominator of which is the total number of calendar days in such Straddle Period. (ii) To the entire period. Notwithstanding anything to extent permitted or required by Requirements of Law or administrative practice, (1) the contrary in taxable years of the Companies which includes the Closing Date and the taxable year of PWPG that includes the RDA Closing Date shall be treated as closing on (and including) the Closing Date and the RDA Closing Date, respectively and, (2) notwithstanding the foregoing clause (1) or any other provision of this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount all transactions not in the Ordinary Course occurring on the Closing Date after the Closing or that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior are otherwise properly allocable to the Closingportion of the Closing Date after the Closing (with respect to the Rocketdyne Transactions) and all transactions not in the Ordinary Course occurring on the RDA Closing Date after the RDA Closing or that are otherwise properly allocable to the portion of the RDA Closing Date after the RDA Closing (with respect to the RDA Transactions), shall be allocated treated as having occurred as of the beginning of the day immediately following the Closing Date (with respect to the PreRocketdyne Transactions) or the RDA Closing Date (with respect to the RDA Transactions) and shall be reported on the Buyer’s U.S. federal income Tax Return, the Company’s U.S. federal income Tax Return or PWPG’s U.S. federal income Tax Return (as the case may be) to the extent permitted or required by Treasury Regulations Section 1.1502-Closing 76(b)(1)(ii)(B) and shall similarly be reported on other Tax Period Returns of the Buyer, the Companies, PWPG and their Affiliates to the extent permitted by applicable LawsRequirements of Law. (iii) In determining the allocation of RDA’s items of income, gain, deduction, loss and credit (B) and any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and other Tax-related expenses attributable items) to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2Pre-RDA Closing Tax Period, 2.3.3 the Parties shall apply the provisions of Treasury Regulations Section 1.1502-76(b)(2)(vi) and 2.3.4 an interim closing of this Agreement shall be RDA’s books as of the responsibility close of Sellerbusiness on the RDA Closing Date.

Apportionment of Taxes. If the Acquired Company is permittedFor purposes of this Agreement, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All all Taxes and Tax liabilities with respect to the Acquired Company 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 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 Tax Period 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 as followsshall: (a) in the case of Taxes that are either (i) other than sales and use taxes, value-added taxes, employment and payroll taxes and any Tax based upon on or measured by reference to income, receiptsreceipts or profits earned during a Straddle Period, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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 period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything 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 contrary amount which would be payable if the relevant taxable period or Tax year in this Agreementwhich the income, (A) receipts or profits were earned ended on and included the Closing Date. To the extent any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for income Tax is based on the fact that 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 amount was paid prior to the Closing) shall be allocated 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 to equal the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or respective values as of the Acquired Company end of the day on or 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 is not are in the ordinary course Pre-Closing Straddle Period and denominator of business shall be allocated to which is the taxable 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 beginning after terminated as of the Closing end of the day on the Closing Date, and (C) for . The portion of Tax related to the avoidance of doubt, payment of any and all Taxes and TaxPost-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement Closing Straddle Period shall be the responsibility of Seller.calculated in a corresponding manner. 11.7

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day Seller shall be treated as the last day of a taxable period. All responsible for and pay any Taxes and Tax liabilities with respect to the Acquired Company Business and Purchased Assets relating to periods (or portions thereof) ending on or before the Closing Date, provided that relate Seller shall be liable only to the extent that such Taxes exceed the amount, if any, of such Taxes that Seller has paid in advance. Buyer shall not file any amended Tax Returns relating to the Purchased Assets for any taxable period 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 Purchased Assets relating to periods (or portions thereof) beginning after the Closing Date. For the sole purpose of appropriately apportioning any Taxes relating to a Straddle Period period that includes (but that does not end on) the Closing Date, the portion of such Tax (or refund of such Tax) that is attributable to the portion of such period that ends on the Closing Date shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes a Tax that are either is not transaction-based (i) based upon or measured by reference to incomee.g., receipts, profits, capital, or net worth (including sales real and use personal property Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the total amount of such Taxes Tax for the entire full Tax period (or, in that includes the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Closing Date multiplied by a fraction, the numerator of which is the number of calendar days in from the beginning of such Tax period ending on to and including the Closing Date Date, and the denominator of which is the total number of calendar days in such full Tax period, and (b) in the entire case of a Tax that is transaction-based (e.g., income Taxes, employment Taxes and 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. Notwithstanding anything Any refunds of Taxes with respect to the contrary in this AgreementPurchased Assets and interest thereon that are received by Buyer or its Affiliates, (A) and any deduction attributable such amounts credited against Tax to any Selling Expenses (including any amount which Buyer or its Affiliates become entitled, that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior relate to the Closing) shall be allocated to the Pre-Closing Tax Period Periods shall be for the account of Seller, and Buyer shall pay over to the extent permitted by applicable Laws, (B) Seller any Taxes attributable to any action taken by Buyer such refund and interest or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment amount of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company such credit within 15 days after receipt or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerentitlement thereto.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with (a) With respect to any Straddle Period, the Acquired Taxes of the Company that relate attributable to a such Straddle Period shall be apportioned between the portion of the Straddle Period that begins on the first day of the Straddle Period and ends on and includes the Closing Date (the “Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use TaxesStraddle Period”), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and . (b) Except with respect to Taxes described in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basisSection 9.4(c) below, the amount portion of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be Tax allocated to the Pre-Closing Straddle Period shall equal the amount that would be payable if the Straddle Period ended on the last day of the Pre-Closing Straddle Period by means of closing the books and records of the Company as of the end of the last day of the Pre-Closing Straddle Period; provided, that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period shall accrue on a daily basis and shall be allocated between the Pre-Closing Straddle Period and the portion of the Straddle Period that begins on the day immediately following the Closing Date and ends on the last day of the Straddle Period in proportion to the number of days in each such period. (c) In the case of personal property, real property and similar ad valorum Taxes not described in Section 9.4(b), the portion of the Tax allocated to the Pre-Closing Straddle Period shall equal the amount of Tax for the entire Straddle Period multiplied by the ratio of the number of days during the Pre-Closing Straddle Period to the extent permitted by applicable Laws, number of days during the entire Straddle Period. (Bd) any Taxes attributable This Section 9.4 shall apply mutatis mutandis to any action taken by Buyer Tax refunds, Tax credits or other Tax benefits to which the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall may be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerentitled.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities Liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either either: (i) based upon or measured by reference to income, receipts, profits, capital, capital or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), ) other than conveyances pursuant to this Agreement Transfer Taxes (as provided under Section 7.7.6defined below), or (iii) required to be withheld, the amount of such Taxes apportioned allocated to the Pre-Closing Tax Period shall be deemed equal to the amount which that would be payable if the Company’s Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all Taxes imposed on a periodic basis with respect to the Company other Taxesthan those described in clause (a), the amount of such Taxes apportioned allocated to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this AgreementThe Sellers will be solely liable for, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated and will timely pay, all Taxes and Tax Liabilities allocable to the Pre-Closing Tax Period of the Company, including any portion of a Straddle Period allocable or apportioned to the Pre-Closing Tax Period, except to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not included in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerIndebtedness.

Apportionment of Taxes. If (a) Except as otherwise provided in this Article VI, (i) the Acquired Company is permittedSellers shall and shall cause the Other Sellers, but not requiredas the case may be, under applicable foreignto bear all Taxes of any kind relating to the Assets or the conduct or operation of the Business (including Taxes in respect of the income, state business, property or local Income operations of the Companies) for all Tax Laws to treat periods or portions thereof ending on or before the Closing Date as and (ii) the last day of a taxable period, such day Purchaser shall be treated as and shall cause the last day of a taxable period. All Designated Purchasers to bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets or the conduct or operation of the Business (including Taxes in respect of the income, business, property or operations of the Companies) for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Sellers, on the one hand, and the Purchaser and the Designated Purchasers, on the other hand, based on the portion of the period ending on and including the Closing Date and the portion of the period beginning after the Closing Date, respectively. The amount of any Taxes based on or measured by income or receipts of the Business (including the business and operations of the Companies) shall be allocated between the Pre-Closing Tax Taxable Period and the Post-Closing Tax Taxable Period as followson a closing-of-the-books basis. The amount of other Taxes shall be allocated between the Pre-Closing Taxable Period and the Post-Closing Taxable Period in the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If the Acquired Company is permittedThe Seller shall be liable for and shall pay all Taxes of Holdings and each of its Subsidiaries imposed with respect to, incurred in or attributable to any 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, incurred 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, which includes (but does not required, under applicable foreign, state or local Income Tax Laws to treat end on) the Closing Date as the last day of (a taxable period“Straddle Period”), such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period Seller and the Post-Closing Tax Period as follows: (a) Purchaser based upon the number of days in the case taxable period before and after the Closing Date and the amounts set forth in the current Tax bills. Taxes based on income or receipts of Holdings or any of its Subsidiaries shall be allocated between the Seller and the Purchaser based on an interim closing of the 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 either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned attributable to the Pre-portion of the Straddle Period ending on and including the Closing Tax Period Date and the Purchaser shall be deemed equal liable for Taxes of Holdings and each of its Subsidiaries that are attributable to the amount which would be payable if 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 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 accordance 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 reporting period to Law in their Tax Returns for the extent Tax year ending upon the Closing Date, such Taxes are reported and paid other than on an annual basis) ended that Purchaser’s acquisition of control of the Canadian Subsidiaries occurs at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If For purposes of determining the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day amount of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate are attributable to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end portion of the day any Straddle Period ending on the Closing Date; and ) the parties agree as follows: (bi) in In the case of all property Taxes and other Taxessimilar Taxes imposed on a periodic basis for a Straddle Period, such Taxes apportioned the amounts that are attributable to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date shall be deemed to be determined by multiplying the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the contrary in this Agreementextent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (Aiii) In the case of Taxes imposed on any deduction attributable to Company Party, Holdings or any Selling Expenses (including other GTY Indemnitee as a result of income of any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid Flow-Thru Entity realized prior to the ClosingClosing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the relevant Company Party for a Pre-Closing Tax Period. (iv) In the case of payroll and other employment Taxes of any Company Party with respect to any transaction-related bonuses or Options paid on or before, or within a short period of time after, the Closing Date or any other Taxes imposed on any Company Party with respect to the payment of any Transaction Expenses of a Company Party made on or before, or within a short period of time after, the Closing Date, such Taxes shall be treated as Taxes of the relevant Company Party for a Pre-Closing Tax Period. (v) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the relevant Company Party filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (v), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company ending on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing based on the Closing Date, and mechanics set forth in clause (Ci) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerperiodic Taxes.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state (i) Seller shall bear and be liable for (A) all Taxes of any kind imposed on or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company Purchased Assets or the conduct or operation of the Business for all Tax periods or portions thereof ending on or before the Closing Date, but excluding (1) any Taxes resulting directly or indirectly from any transaction (other than any transaction contemplated by this Agreement or any of the Transaction Documents) occurring on the Closing Date but after the Closing outside the ordinary course of business and (2) Transfer Taxes that are the responsibility of Purchaser pursuant to Section 1.10; (B) all Income, franchise and other similar Taxes of Seller or any of its Affiliates (including Income, franchise and other similar Taxes relating to or arising from the consummation of the transactions contemplated by this Agreement or the Transaction Documents); (C) all Taxes of Seller or any of its Affiliates that do not relate to the Purchased Assets or the Business (which, for the avoidance of doubt, includes any loss of deductibility pursuant to Code section 280G or any increased withholding as result of Code section 4999 with respect to compensation paid by Seller in connection with the transactions contemplated by this Agreement or the Transaction Documents); and (D) all Taxes of NNI Holdings Corp. (ii) For purposes of this Agreement, any Taxes imposed with respect to a Tax period that includes, but does not end on, the Closing Date (a “Straddle Period Period”), whether imposed or assessed before or after the Closing Date, shall be apportioned between the Pre-portion of such Straddle Period ending on and including the Closing Tax Period Date, on the one hand, and the Post-portion of such Straddle Period beginning after the Closing Tax Period as followsDate, on the other hand, in the following manner: (aA) in the case of Taxes that are either (i) based upon all real and personal property taxes or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection similar ad valorem taxes levied with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned respect to the Pre-Closing Purchased Assets, the amount of Tax allocable to a portion of the Straddle Period shall be deemed equal to made on the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end basis of the day on number of days before and including the date of this Agreement and the number of days after the Closing Date; Date that are included in the Straddle Period and (bB) in the case of all other Taxes, such Taxes apportioned the amount of Tax allocable to a portion of the Pre-Closing Tax Straddle Period shall be deemed to be made by an interim closing of the amount books by assuming that the taxable period ended at the close of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending business on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this AgreementDate, except that (A1) any deduction attributable to Tax resulting directly or indirectly from a transaction (other than any Selling Expenses (including transaction contemplated by this Agreement or any amount of the Transaction Documents) outside the ordinary course of business that would have been included in calculating Selling Expenses occurs on the date of this Agreement but for after the fact that such amount was paid prior to the Closing) Closing shall be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C2) for the avoidance of doubtexemptions, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company allowances or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement deductions that are calculated on an annual basis shall be prorated on the responsibility basis of Sellerthe number of days in such portion elapsed through the Closing Date as compared to the number of days in the portion elapsing after the Closing Date.

Apportionment of Taxes. If To the Acquired Company is permittedextent permitted or required by applicable Law, but not required, under applicable foreign, state or local Income Tax Laws to treat the taxable year of each of the Sold Companies and each of the Sold Subsidiaries that includes the Closing Date as the last day of a taxable period, such day shall be treated as closing on (and including) the last day Closing Date. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Sold Company that relate to or Sold Subsidiary for a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either relating to: (i) (A) Taxes based upon on the income or measured by reference to income, receipts, profits, capital, profits or net worth (including sales and use Taxes)gains of any Sold Company or Sold Subsidiary for a Straddle Period, (iiB) Taxes imposed in connection with any sale or other transfer or assignment of property (real or personalincluding sales, tangible or intangibleuse and transfer Taxes), other than conveyances pursuant to this Agreement (as provided under Transfer Taxes described in Section 7.7.69.4(f), for a Straddle Period, or (iiiC) required to withholding and employment Taxes, the determination of the Taxes of the Sold Companies and Sold Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be withheldcalculated by assuming that the Straddle Period consisted of two taxable periods, such Taxes apportioned to one which ended at the Pre-close of the Closing Tax Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Sold Companies and Sold Subsidiaries for the Straddle Period shall be deemed equal to allocated between such two taxable years or periods on a “closing of the amount which would be payable if books basis” by assuming that the Tax year (books of the Sold Companies and Sold Subsidiaries were closed at the close of the Closing Date, provided, however, that exemptions, allowances or other Tax reporting period to the extent such Taxes deductions that are reported and paid other than calculated on an annual basis) ended , such as the deduction for amortization and depreciation, shall be apportioned between such two taxable years or periods on a daily basis (notwithstanding that such exemptions, allowances or deductions may under applicable Law be determined solely at the end of the day taxable period); and (ii) Taxes of the Sold Companies or the Sold Subsidiaries not described in Section 9.4(e)(i) for a Straddle Period (e.g., such as real property or other ad valorem Taxes), the determination of the Taxes of the Sold Companies and the Sold Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period before and ending on (and including) the Closing Date; , on the one hand, and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period Straddle Period beginning and ending after the Closing Date, on the Closing Date and the denominator of which is the number of calendar days in the entire period. other hand. (iii) Notwithstanding anything to the contrary contained in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount all transactions that would have been included in calculating Selling Expenses occur on the Closing Date but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date and that is are not in the ordinary course of business of the Sold Companies or the Sold Subsidiaries shall be allocated considered to be attributable to the taxable period beginning after that commences on the Closing on day following the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All The parties hereto agree that all personal property Taxes and Tax liabilities similar ad valorem obligations that are levied with respect to the Transferred Assets or the Acquired Company that relate to a Straddle Period Business for assessment periods within which the Closing Date occurs (collectively, the “Apportioned Obligations”) shall be apportioned between the Pre-Closing Tax Period Seller and the Post-Closing Tax Period Purchaser as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day Closing Date based on the number of days in any such period falling on or before the Closing Date; , on the one hand, and after the Closing Date, on the other hand (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes it being understood that Purchaser is responsible for the entire period (or, in the case portion of each 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 Apportioned Obligation attributable to the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course relevant assessment period). Purchaser shall cooperate in assuring that Apportioned Obligations the payment of business shall be allocated which is due on or prior to the taxable period beginning Closing Date are billed directly to and paid by Seller, and that Apportioned Obligations whose payment is due after the Closing Date shall be billed directly to and paid by Purchaser. On the Closing Date, Seller shall deliver to Purchaser any xxxx received by it in respect of any Apportioned Obligations not yet due and payable together with payment in an amount equal to Seller’s pro rata share of such xxxx. Seller and Purchaser shall each present or cause to be presented a statement to the other setting forth the amount of reimbursement to which each is entitled under this Article XI as of the most recent practicable date (together with such supporting evidence as may be reasonably requested), and they shall calculate the amount by which such reimbursement owed to one party exceeds that owed to the other (the “Proration Amount”), and on such date the Proration Amount so determined shall be paid by the party owing it to the other. Thereafter, Seller shall notify Purchaser upon receipt of any xxxx for Apportioned Obligations, part or all of which are attributable to any period following the Closing Date, and (C) shall promptly deliver such xxxx to Purchaser who shall pay the same to the appropriate taxing authority or other obligee, provided that if such xxxx covers any Apportioned Obligations for any period on or before the avoidance Closing Date, Seller shall also remit to Purchaser, prior to the due date of doubtsuch xxxx, payment of any and all Taxes and Tax-related expenses the proportionate amount of such xxxx that is attributable to such period on or before the Closing Date. In the event that any action taken party shall thereafter make a payment for which it is entitled to reimbursement under this Article XI, the party so obligated to make such reimbursement under this Article XI shall make such reimbursement promptly upon the presentation of such supporting evidence as may be reasonably requested. The parties hereto shall cooperate, including, without limitation, during times of audit by taxing authorities, to avoid payment of duplicate or inappropriate Taxes or other ad valorem obligations of any kind or description which relate to the Transferred Assets or the Acquired Company Business, and each of Purchaser and Purchaser shall furnish, at the request of the other, proof of payment of any such Taxes or ad valorem obligations or other documentation that is a prerequisite to avoiding payment of a duplicate or inappropriate tax or other ad valorem obligations. In the event that it is determined subsequent to the Closing Date that additional personal property Taxes or similar ad valorem obligations which are Apportioned Obligations are required to be paid for the assessment period in which the Closing Date falls, the parties hereto agree that such additional Taxes will be apportioned between Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 Purchaser on the basis of this Agreement shall be each respective ownership of the responsibility of Sellertaxed asset during the assessment period.

Apportionment of Taxes. If In the Acquired Company is permittedcase of any property or ad valorem Taxes (collectively, “Property Taxes”) that are payable for a Tax period that includes (but does not required, under applicable foreign, state or local Income Tax Laws to treat end on) the Closing Date as (a “Straddle Period”), the last day portion of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect which relates to the Acquired Company that relate to a portion of such Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day ending on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period Date shall be deemed to be the amount of such Taxes Tax for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period)Straddle Period, multiplied by a fraction, fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period. Notwithstanding anything The Buyer shall pay or cause to be paid, when due, to the contrary in this Agreementapplicable Taxing authority all Property Taxes relating to the Tax period during which the Closing Date occurs. Buyer shall send to the Seller a statement that apportions the Property Taxes between Buyer on the one hand, and the Seller on the other 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 (A10) any deduction 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 which relates to the portion of such Straddle Period ending on the Closing Date shall be determined as if a separate return was filed for the period ending as of the end of the day on the Closing Date using a “closing of the books methodology,” and the remaining amount of Taxes (or Tax refunds) for such period shall be attributable to any Selling Expenses the portion of 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 calculated on an annual basis (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closingdepreciation and amortization deductions) shall be allocated to apportioned between the Pre-portion of such Straddle Period ending on the Closing Tax Date and the portion of such Straddle Period to beginning on the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or day immediately after the Closing Date that is not in the ordinary course of business shall be allocated proportion to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance number of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerdays in each such period.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with (a) With respect to any Straddle Period, the Acquired Taxes of the Company that relate and its Subsidiaries attributable to a such Straddle Period shall be apportioned between the portion of the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the “Pre-Closing Straddle Period”), which portion shall be the responsibility of Seller, and the portion of the Straddle Period that begins on the day immediately following the Closing Date and ends on the last day of the Straddle Period (the “Post-Closing Straddle Period”), which portion shall be the responsibility of Purchaser. (b) In the case of Income Taxes, sales and use Taxes, and Taxes based on gross or net receipts or payments, the portion of the Tax allocated to the Pre-Closing Straddle Period shall equal the amount that would be payable if the Straddle Period ended on the last day of the Pre-Closing Straddle Period by means of closing the books and records of the Company and its Subsidiaries (and treating the Tax Periods of any partnership, pass-through entity or controlled foreign corporation within the meaning of Section 957 of the Code as ending) as of the last day of the Pre-Closing Straddle Period; provided, that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period (such as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the Pre-Closing Straddle Period and the Post-Closing Tax Straddle Period as follows: in proportion to the number of days in each such period. (ac) in In the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxesnot described in Section 9.3(b), (ii) imposed in connection with any sale or other transfer or assignment the portion of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Straddle Period shall equal the amount of Tax for the entire Straddle Period multiplied by the ratio of the number of days during the Pre-Closing Straddle Period to the extent permitted by applicable Lawsnumber of days during the entire Straddle Period. (d) Notwithstanding the foregoing provisions of this Section 9.3, (B) any Taxes deductions for Income Tax purposes that are attributable to the payment of bonuses, other compensation, the write off of capitalized financing fees and any action taken by Buyer or the Acquired Company other deductions that arise on or after the Closing Date that is not as a result of the transaction contemplated by this Agreement, shall be taken into account in the ordinary course of business Pre-Closing Straddle Period. (e) This Section 9.3 shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable apply mutatis mutandis to any action taken by Tax refunds, Tax credits or other Tax benefits to which the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 any of this Agreement shall the Company Subsidiaries may be the responsibility of Sellerentitled.

Apportionment of Taxes. If (a) In order to apportion appropriately any Taxes relating to any taxable year or period that begins prior to and ends after September 30, 1996, the Acquired Company is permittedparties hereto shall, but not required, to the extent permitted under applicable foreignlaw, state or local Income Tax Laws elect with the relevant Taxing authority to treat the Closing Date for all purposes, September 30, 1996 as the last day of a the taxable periodyear or period of the Company and the Subsidiaries, and such day period shall be treated as a short taxable year for purposes of this Article VIII. (b) In any case where applicable law does not permit the Company or any Subsidiary to treat September 30, 1996 as the last day of a the taxable period. All Taxes and Tax liabilities year or period of the Company or the Subsidiary, as the case may be, with respect to Taxes that are payable with respect to such period, the Acquired Company portion of any such Tax that relate is allocable to a Straddle Period the portion of such period ending on September 30, 1996 shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: be: (ai) in the case of Taxes that are either (ix) based upon or measured by reference related to income, income or receipts, profits, capital, or net worth (including sales and use Taxes), (iiy) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), ) (other than conveyances pursuant to this Agreement (Agreement, as provided under Section 7.7.68.06), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax taxable year or period ended on September 30, 1996 (except that, solely for purposes of determining the marginal tax rate applicable to income or other Tax reporting receipts during such period to in a jurisdiction in which such tax rate depends upon the extent level of income or receipts, annualized income or receipts may be taken into account, if appropriate, for an equitable sharing of such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing DateTaxes); and and (bii) in the case of all other TaxesTaxes not described in subparagraph (i) above that are imposed on a periodic basis and measured by the level of any item, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the relevant period ending on the Closing Date September 30, 1996 and the denominator of which is the number of calendar days in the entire relevant period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If (a) Except as otherwise provided in this ARTICLE VI, (i) the Acquired Company is permittedSellers shall and shall cause the Other Sellers, but not requiredas the case may be, under applicable foreign, state to bear all Taxes of any kind relating to the Assets or local Income the conduct or operation of the Business for all Tax Laws to treat periods or portions thereof ending on or before the Closing Date as and (ii) the last day of a taxable period, such day Purchaser shall be treated as and shall cause the last day of a taxable period. All Designated Purchasers to bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets or the conduct or operation of the Business for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes (excluding, for the avoidance of doubt, any income or gross receipts Taxes) for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Pre-Closing Tax Period Sellers, on the one hand, and the Post-Purchaser and the Designated Purchasers, on the other hand, based on the portion of the period ending on and including the Closing Tax Date and the portion of the period beginning after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period as followsin the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income or gross receipts Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state Any Taxes for a taxable period beginning on or local Income Tax Laws to treat before the Closing Date as and ending after the last day of Closing Date (a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and "Split Tax liabilities Period") with respect to the Acquired Company that relate to a Straddle Period and any of the Included Subsidiaries shall be apportioned between the portion of such taxable period ending on the Closing Date (the "Pre-Closing Tax Period") and the portion of such period beginning on the day following the Closing Date (the "Post-Closing Period") 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 as real property Taxes) shall be allocated between the Pre-Closing Period and the Post-Closing Tax Period as follows: (a) in proportion to the number of days in each such period. Closing Date. Notwithstanding anything herein to the contrary, the Acquired Companies, jointly and severally, shall be liable for, and 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 omissions of Purchaser, the Company or the Included Subsidiaries occurring after the Closing on the Closing Date that are not in the case ordinary course of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth business (including sales and use Taxes), (ii) imposed in connection with but not limited to any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to Tax elections made after the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) ). All transactions occurring not in the case ordinary course of all other Taxes, such Taxes apportioned to business after the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date shall be reported on the separate consolidated United States Federal Income Tax Return of the Company or Purchaser, as applicable, to the extent permitted by Treasury Regulations 1.1502-76(b)(1)(ii)(B), and shall be similarly reported on other Income Tax Returns of Purchaser and the denominator of which is Company and the number of calendar days in Included Subsidiaries to the entire periodextent permitted by law. Overlap with Indemnity. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or indemnity obligations of Seller and Purchaser and the Acquired Company on Companies under this Section 6.3 relating to Taxes shall (i) apply without any minimum threshold amount or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Dateany maximum limitation, and (Cii) for survive until the avoidance expiration of doubt, payment the relevant applicable statute of any and all Taxes and Tax-related expenses attributable limitations (giving effect to any action taken by waiver or extension thereof). If there is any conflict between the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 provisions of this Agreement Section 6.3 and the indemnity provisions under Article VIII, the provisions of this Section 6.3 shall be the responsibility of Sellergovern.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with (a) With respect to any Straddle Period, the Acquired Company that relate Taxes of the Companies attributable to a such Straddle Period shall be apportioned between the portion of the Straddle Period that begins on the first day of the Straddle Period and ends on and includes the Closing Date (the “Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use TaxesStraddle Period”), which portion shall be the responsibility of Sellers (ii) imposed to the extent provided in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangibleSection 9.2), and all other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned attributable to the Pre-Closing Tax operations or assets of the Companies for the Straddle Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end responsibility of the day on the Closing Date; and Purchaser. (b) Except with respect to Taxes described in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basisSection 9.4(c) below, the amount portion of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be Tax allocated to the Pre-Closing Straddle Period shall equal the amount that would be payable if the Straddle Period ended on the last day of the Pre-Closing Straddle Period by means of closing the books and records of the Companies as of the end of the last day of the Pre-Closing Straddle Period; provided, that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period shall accrue on a daily basis and shall be allocated between the Pre-Closing Straddle Period and the portion of the Straddle Period that begins on the day immediately following the Closing Date and ends on the last day of the Straddle Period in proportion to the number of days in each such period. (c) In the case of personal property, real property and similar ad valorum Taxes not described in Section 9.4(b), the portion of the Tax allocated to the Pre-Closing Straddle Period shall equal the amount of Tax for the entire Straddle Period multiplied by the ratio of the number of days during the Pre-Closing Straddle Period to the extent permitted by applicable Laws, number of days during the entire Straddle Period. (Bd) any Taxes attributable This Section 9.4 shall apply mutatis mutandis to any action taken by Buyer Tax refunds, Tax credits or the Acquired other Tax benefits to which any Company on or after the Closing Date that is not in the ordinary course of business shall may be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerentitled.

Apportionment of Taxes. If (a) Except as otherwise provided in this ARTICLE VI, (i) the Acquired Company is permittedSellers shall and shall cause the Other Sellers, but not requiredas the case may be, under applicable foreign, state to bear all Taxes of any kind relating to the Assets or local Income the conduct or operation of the Business (excluding the EMEA Business) for all Tax Laws to treat periods or portions thereof ending on or before the Closing Date as and (ii) the last day of a taxable period, such day Purchaser shall be treated as and shall cause the last day of a taxable period. All Designated Purchasers to bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets or the conduct or operation of the Business (excluding the EMEA Business) for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Pre-Closing Tax Period Sellers, on the one hand, and the Post-Purchaser and the Designated Purchasers, on the other hand, based on the portion of the period ending on and including the Closing Tax Date and the portion of the period beginning after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period as followsin the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If For purposes of determining whether the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All following Taxes and Tax liabilities with respect to the Acquired Company that relate are attributable to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and (or the Post-portion of any Straddle Period ending on or prior to the Closing Tax Period Date), the parties agree as follows: : (a) in In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned attributable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end portion of the day Straddle Period ending on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period Date shall be deemed to be determined by multiplying the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period. (b) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the contrary in this Agreementextent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (Ac) In the case of Taxes imposed as a result of income of any deduction attributable Flow-Thru Entity realized prior to the Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period. (d) In the case of Taxes imposed with respect to the payment of any Selling Transaction Expenses (including any employment Taxes), such Taxes shall be treated as Taxes for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date). (e) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes not covered by (d), and sales and use Taxes) the amount that would have been included in calculating Selling Expenses but attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the fact that such amount was paid prior to portion of the ClosingStraddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (e), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company ending on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing based on the Closing Date, and mechanics set forth in clause (Ca) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerperiodic Taxes.

Apportionment of Taxes. If 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 Company is permittedCompanies) as a transferee or successor, by contract, pursuant to any law, or otherwise, but not requiredonly to the extent such Taxes relate to or arise out of a Pre-Closing Tax Period; provided, under applicable foreign, state or local Income that any non-U.S. income Tax Laws deductions attributable to treat payments made pursuant to the Surviving Plans and that are paid after the Closing Date as the last day of a taxable period, such day shall be treated as excluded from the last day computation of a taxable periodSeller Tax Obligations. All Any and all Taxes and Tax liabilities with respect to the Acquired Company Companies that relate to a Straddle Period shall will be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (ai) in the case of Taxes that are either (iA) based upon or measured by reference to income, receipts, profits, capital, capital or net worth (including sales and use Taxes), (iiB) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under for in Section 7.7.6), 9.6) or (iiiC) required to be withheld, such Taxes apportioned allocated to the Pre-Closing Tax Period shall will be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (bii) in the case of all Taxes imposed on a periodic basis with respect to the Acquired Companies other Taxesthan those described in subsection (i) of this Section 9.1, such Taxes apportioned allocated to the Pre-Closing Tax Period shall will be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything ; provided, however, that any non-U.S. income Tax deductions attributable to payments made pursuant to the contrary in this AgreementSurviving Plans that are paid after the Closing Date shall, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall extent they relate to a Straddle Period, be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or that begins immediately after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If (i) In order to appropriately apportion any Taxes relating to a period that includes the Acquired Closing Date, the parties hereto will, to the extent permitted by applicable Law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of Company is permittedBank and the Company Bank Subsidiaries (a “Short Period”), but and such period shall be treated as a Short Period and a period ending on the Closing Date for purposes of this Agreement. (ii) In any case where applicable law does not required, under applicable foreign, state permit Company Bank or local Income Tax Laws any Company Bank Subsidiary to treat the Closing Date as the last day of a taxable periodShort Period, then for purposes of this Agreement, the portion of each Tax that is attributable to operations of whichever among Company Bank and the Company Bank Subsidiaries cannot make the election required by Section 5.5(a)(i) above, for the period which would have qualified as a Short Period if such day election had been permitted by applicable law (an “Interim Period”) shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (aA) in the case of Taxes a Tax that are either (i) is not based upon or measured by reference to on net income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the total amount of such Taxes Tax for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date Interim Period, and the denominator of which is the total number of calendar days in such period, and (B) in the entire period. Notwithstanding anything case of a Tax that is based on net income, the Tax that would be due with respect to the contrary in Interim Period if such Interim Period were a Short Period based upon an interim closing of the books. (iii) Except as contemplated by this Agreement, Company shall indemnify Company Bank, the Company Bank Subsidiaries, Parent Bank and each Affiliate of Parent Bank from and against (A) all Taxes imposed on Company Bank or any deduction attributable Company Bank Subsidiary in respect of its income, business, property or operations or for which Company Bank or any Company Bank Subsidiary may otherwise be liable for any period ending prior to any Selling Expenses (or on the Closing Date, including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Short Period to the extent permitted by applicable Lawsor Interim Period, other than any Transfer Taxes, (B) all Taxes imposed on any member of an affiliated, consolidated, combined or unitary group of which Company Bank or any Company Bank Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation section 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, (C) any and all Taxes arising out of a breach of the representations contained in Section 3.19, or (D) any costs or expenses with respect to Taxes indemnified hereunder; provided (I) that Company shall be liable only if and to the extent that such Taxes exceed by more than $250,000 the amount, if any, of any reserve (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) and accrued liabilities for Taxes taken into account in the Total Stockholder’s Equity as of the Measurement Date and (II) no indemnity shall be provided under this Section 5.5(a)(iii) for any Taxes attributable to resulting from any action taken by Buyer transaction of Company Bank or the Acquired any Company Bank Subsidiary occurring on or after the Closing Date that is not in the ordinary course of business business, including any transaction contemplated by this Agreement. Except as contemplated by this Agreement neither Company Bank nor any Company Bank Subsidiary shall engage in any transaction on the Closing Date that is not in the ordinary course of business. Except as provided in this Section 5.5, Company shall be under no obligation to indemnify, under this Section 5.5 or otherwise, for any Taxes of Company Bank or of any Company Bank Subsidiary. Parent Bank shall be responsible for Taxes and associated expenses not allocated to the taxable period beginning Company pursuant to this Section 5.5. (iv) From and after the Closing on the Closing Date, Parent Bank, Company Bank and the Company Bank Subsidiaries shall indemnify Company and its Affiliates for (CA) for the avoidance of doubt, payment of any and all Taxes imposed on Company Bank and Tax-related the Company Bank Subsidiaries that are not subject to indemnification pursuant to Section 5.5(a)(iii) or any taxable period or portion thereof that begins after the Closing Date and that are imposed on Company Bank or any Company Bank Subsidiary and (B) any costs or expenses attributable with respect to any action taken Taxes indemnified hereunder. (v) Payment by the Acquired indemnitor of any amount due under this Section 5.5 shall be made within 30 days following written notice by the indemnitee that payment of such amounts to the appropriate tax authority is due, provided that the indemnitor shall not be required to make any payment earlier than 2 Business Days before it is due to the appropriate tax authority. If Company receives an assessment of other notice of Taxes due with respect to Company Bank or Seller any Company Bank Subsidiary for any period ending on or before the Closing Date (other than Taxes of any affiliated, combined, consolidated or unitary group which included Company Bank or any Company Bank Subsidiary) for which Company is not responsible, in whole or in part, pursuant to Sections 2.3.2Section 5.5(a)(iii), 2.3.3 and 2.3.4 then Parent Bank shall pay such Taxes, or if Company pays such Taxes, then Parent Bank or Company Bank shall pay to Company, in accordance with the first sentence of this Agreement shall Section 5.5(a)(v), the amount of such Taxes for which Company is not responsible. In the case of a Tax that is contested in accordance with the provisions of Section 5.5(e), payment of the Tax to the appropriate tax authority will not be considered to be due earlier than the responsibility date a final determination of Sellersuch effect is made by the appropriate taxing authority or court.

Apportionment of Taxes. If the Acquired Company is permitted, (i) In order to apportion any Taxes relating to any taxable year that includes but does not required, under applicable foreign, state or local Income Tax Laws to treat end on the Closing Date as (a “Straddle Period”), the last day amount of a taxable period, such day shall be treated as the last day of a taxable period. All any Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon on or measured by reference to income, receipts, profitsservices or transactions (including, capitalincome, or net worth (including sales sales, use, transfer, withholding, payroll and use other employment Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Companies for the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than determined based on an annual basis) ended at the end interim closing of the day books as of the close of business on the Closing Date; and (b) in . The amount of any other Taxes of the case of all other Taxes, such Taxes apportioned Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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, fraction the numerator of which is the number of calendar days in the taxable period ending on up to and including the Closing Date and the denominator of which is the total number of calendar days in such Straddle Period. (ii) To the entire period. Notwithstanding anything to extent permitted or required by Requirements of Law or administrative practice, (1) the contrary in taxable years of the Companies which includes the Closing Date shall be treated as closing on (and including) the Closing Date and, (2) notwithstanding the foregoing clause (1) or any other provision of this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount all transactions not in the Ordinary Course occurring on the Closing Date after the Closing or that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior are otherwise properly allocable to the portion of the Closing Date after the Closing) , shall be allocated treated as having occurred as of the beginning of the day immediately following the Closing Date and shall be reported on the Buyer’s U.S. federal income Tax Return or the Company’s Tax Return (as the case may be) to the extent permitted or required by Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) and shall similarly be reported on other Tax Returns of the Buyer, the Companies and their Affiliates to the extent permitted by Requirements of Law. (iii) In determining the allocation of RDA’s items of income, gain, deduction, loss and credit (and any other Tax-related items) to the Pre-Closing Tax Period to Period, the extent permitted by applicable Laws, (BParties shall apply the provisions of Treasury Regulations Section 1.1502-76(b)(2)(vi) any Taxes attributable to any action taken by Buyer or and an interim closing of RDA’s books as of the Acquired Company on or after the Closing Date that is not in the ordinary course close of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If With respect to any Straddle Period, Buyer, Parent, and Seller will, to the Acquired Company is permittedextent permitted by law, but not required, under applicable foreign, state or local Income Tax Laws elect to treat the Closing Date as the last day of the taxable year or period of each Acquired Company and will apportion any Taxes arising out of or relating to a taxable periodStraddle Period to the Pre-Closing Period under the “closing-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2)(i) (or any similar provision of state, such day shall be treated local or foreign Tax Law). In any case where applicable Tax Law does not permit an Acquired Company to treat the Closing Date as the last day of a the taxable year or period. All , any Taxes and Tax liabilities with respect to the Acquired Company that relate arising out of or relating to a Straddle Period shall will be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to based on a closing of the amount which would be payable if books of the Tax year Acquired Company; provided, however, that (a) exemptions, allowances or other Tax reporting period to the extent such Taxes deductions that are reported and paid other than calculated on an annual basisannualized basis (including depreciation, amortization and depletion deductions) ended at the end of the day will be apportioned on the Closing Date; a daily pro rata basis and (b) solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the case level of all other Taxesincome, such annualized income will be taken into account. INDEMNIFICATION BY SELLER Notwithstanding the limitations set forth in Section 10.4 and notwithstanding the disclosures in Section 3.17, Seller, will indemnify and hold harmless the Buyer Indemnitees for, and will pay to the Buyer Indemnitees the monetary value of: any Taxes apportioned imposed on or with respect to the Acquired Companies or their assets, operations or activities that arise out of or relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have not been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to Closing Date or appropriate provision for unpaid Taxes have been made and are reflected as Liabilities on the Pre-Closing Tax Period to Balance Sheet of the extent permitted by applicable Laws, (B) Acquired Companies; any Taxes attributable relating to any action taken by Buyer or the member of an affiliated group with which an Acquired Company (or any predecessor of any of the foregoing) has filed a Tax Return on a consolidated, combined or unitary basis on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on before the Closing Date, and (C) for the avoidance of doubtincluding Taxes imposed pursuant to Treasury Regulation Sections 1.1502-6 or any analogous or similar state, payment local, or foreign Law; any Taxes of any and all Taxes and Tax-related expenses attributable Person imposed on the Buyer, its Affiliates, or any Acquired Company as a transferee or successor, by contract or pursuant to any action taken by Law, rule or regulation, if such Taxes relate to an event or transaction that occurred on or before the Acquired Company Closing Date; any Taxes incurred as a result of making the Election; any Adverse Consequences arising, directly or Seller pursuant to Sections 2.3.2indirectly, 2.3.3 from or in connection with any breach of the representations and 2.3.4 warranties contained in Section 3.17 of this Agreement shall be the responsibility or of Seller’s covenants contained in this Article; any Adverse Consequences arising, directly or indirectly, from or in connection with the operations or activities of the Acquired Companies or their predecessors prior to Closing; and any Adverse Consequences arising, directly or indirectly, from or in connection with any Proceedings, demands or assessments incidental to any of the matters set forth in Sections 11.3(a) through (f).

Apportionment of Taxes. If (a) Except as otherwise provided in Section 5.27 or in this Article VI, (i) the Acquired Company is permittedSellers shall and shall cause the Other Sellers, but not requiredas the case may be, under applicable foreign, state to bear all Taxes of any kind relating to the Assets for all Tax periods or local Income Tax Laws to treat portions thereof ending on or before the Closing Date as and all Taxes resulting from the last day disposition of a taxable periodthe Assets and the receipt of the Optioned Licenses Fees, such day and (ii) the Purchaser shall be treated as the last day of a taxable period. All bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Sellers, on the one hand, and the Purchaser, on the other hand, based on the portion of the period ending on and including the Closing Date and the portion of the period beginning after the Closing Date, respectively. The amount of any Taxes based on or measured by income or receipts related to the Assets shall be allocated between the Pre-Closing Tax Taxable Period and the Post-Closing Tax Taxable Period as followson a closing-of-the-books (at midnight on the Closing Date) basis. The amount of other Taxes shall be allocated between the Pre-Closing Taxable Period and the Post-Closing Taxable Period in the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If (i) In order appropriately to apportion any Taxes relating to a period that begins before the Acquired Closing Date and ends after the Closing Date (a "Straddle Period"), the parties hereto will, to the extent permitted by applicable Law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company is permitted, but and the Company Subsidiaries (a "Short Period"). Each Short Period shall be treated as a period ending on the Closing Date for purposes of this Agreement and Seller shall be responsible for the payment of all Taxes imposed upon or otherwise due and owing by the Company or a Company Subsidiary in respect of a Short Period or any other period ending on or before the Closing Date. (ii) In any case where applicable Law does not required, under applicable foreign, state or local Income Tax Laws permit the parties to elect to treat the Closing Date as the last day of a taxable periodShort Period, such day shall be treated as the last day portion of a taxable period. All Taxes and each Tax liabilities with respect that is attributable to the Acquired operations of the Company for the period that relate to would have qualified as a Straddle Short Period if such election had been permitted by applicable Law (an "Interim Period") shall for purposes of this Agreement be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (aA) in the case of Taxes a Tax that are either (i) is not based upon or measured by reference on net income and applies ratably to incomea Straddle Period, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the total amount of such Taxes Tax for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), question multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date Interim Period, and the denominator of which is the total number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable LawsStraddle Period, (B) any Taxes attributable to any action taken by Buyer or in the Acquired Company on or after the Closing Date case of a Tax that is not in based on net income, the ordinary course of business shall Tax that would be allocated due with respect to the taxable period beginning after Interim Period if such Interim Period were a Short Period determined based upon an interim closing of the Closing on the Closing Datebooks, and (C) in the case of sales, value-added and similar transaction-based Taxes, all Taxes in respect of transactions that occurred during the Interim Period. Notwithstanding the foregoing, if the parties to this Agreement conclude that a different method for determining which party should be responsible for Taxes is more convenient or equitable than the method set forth in the preceding sentence with respect to a particular entity or Tax liability, then the parties shall be free to adopt such different method upon mutual consent. For purposes of this Agreement, all Taxes imposed upon or otherwise due and owing by the Company or a Company Subsidiary in respect of an Interim Period (determined in accordance with the preceding sentence) shall be treated as Taxes imposed in respect of a Short Period and Seller shall be responsible for the avoidance of doubt, payment of any and all such Taxes. (iii) All Taxes and Tax-related expenses attributable to any action taken by imposed upon the Acquired Company or any Company Subsidiary, or imposed in respect of the transactions contemplated hereby that are not specifically allocated to Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of in accordance with this Agreement Section 5.4(a) shall not be the responsibility of Seller, and Purchaser shall be responsible for the payment of such Taxes.

Apportionment of Taxes. If For purposes of this Agreement, the Acquired Company is permitted, but not required, under applicable foreign, state or local Income portion of Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired income, property or operations of the Company that relate is attributable to any Tax period that begins on or before the Closing Date 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 Closing Date (the “Pre-Closing Tax Period 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 10.1. The portion of such Tax attributable to the Pre-Closing Straddle Period as follows: will (a) in the case of any Taxes that are either (i) other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or measured by reference to income, receiptsreceipts or profits earned during a Straddle Period, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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 period ending on the Pre-Closing Date Straddle Period and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment 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 contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been be payable if the Straddle Period ended on and included in calculating Selling Expenses but the Closing Date. To the extent that any Tax for a Straddle Period is based on the fact that 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 hand, the portion of such amount was paid prior to the Closing) shall be allocated Tax related to the Pre-Closing Straddle Period and 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 to is determined. In the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date case of a Tax that is not in (i) paid for the ordinary course privilege of doing business shall be allocated to the taxable during a period beginning after the Closing on the Closing Date, (a “Privilege Period”) and (Cii) for the avoidance of doubtcomputed based on business activity occurring during an accounting period ending prior to such Privilege Period, payment of any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellernot such Privilege Period.

Apportionment of Taxes. If (a) Except as otherwise provided in this ARTICLE VI, (i) the Acquired Company is permitted, but not required, under applicable foreign, state Sellers shall bear all Taxes of any kind relating to the Assets or local Income the conduct or operation of the Business for all Tax Laws to treat periods or portions thereof ending on or before the Closing Date as and (ii) the last day of a taxable period, such day Purchaser shall be treated as and shall cause the last day of a taxable period. All Designated Purchaser to bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets or the conduct or operation of the Business for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Pre-Closing Tax Period Sellers, on the one hand, and the Post-Purchaser and the Designated Purchaser, on the other hand, based on the portion of the period ending on and including the Closing Tax Date and the portion of the period beginning after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period as followsin the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If (a) With respect to any Taxes imposed upon Company, SCI LLC or the Acquired Company is permittedForeign Entities that are payable with respect to a Straddle Period, but not required, under applicable foreign, state or local Income Tax Laws the portion of any such Taxes that are allocable to treat the portion of the Straddle Period ending on the Closing Date as the last day of a taxable periodshall, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a1) in the case of Taxes that are either (ix) based upon or measured by reference related to income, receipts, profits, capital, receipts or net worth shareholders' equity or (including sales and use Taxes), (iiy) imposed in connection with any sale sale, transfer or other assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which that would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; Date and (b2) in the case of all Taxes (other Taxes, such Taxes apportioned than those described above in clause (1)) imposed on a periodic basis with respect to the Pre-Closing Tax Period shall Company, SCI LLC or the Foreign Entities or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire period Straddle Period (or, in the case of such 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 period portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period. Notwithstanding anything to For purposes of clause (1) of the contrary in this Agreementpreceding sentence, (A) any deduction attributable to any Selling Expenses (including any amount exemption, deduction, credit or other item that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) is calculated on an annual basis shall be allocated to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date on a pro rata basis determined by multiplying the entire amount of such item allocated to the extent permitted Straddle Period by applicable Lawsa fraction, the numerator of which is the number of calendar days in the 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. In the case of any Tax based upon or measured by capital (Bincluding 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 level of such items on the Closing Date. (b) Motorola shall be entitled to any refunds or credits (including any interest paid or credited with respect thereto) in respect of any liability for any Tax of Motorola or any of its Affiliates (including, without limitation, the Company, SCI LLC and the Foreign Entities), for any Tax periods or portion thereof ending on or before the Closing Date (including any Taxes attributable allocated to such period under SECTION 10.2(a) hereof) or for which Motorola is otherwise liable under SECTION 10.1. Except as provided in SECTION 3.8, the Company shall be entitled to any action taken by Buyer refunds or credits (including any interest paid or credited with respect thereto) in respect of any liability for any Tax of the Acquired Company on or any of its Affiliates, for any Tax periods or portion thereof beginning after the Closing Date that is not in the ordinary course of business shall be (including any Taxes allocated to such period under SECTION 10.2(a) hereof) and for which Motorola does not have an indemnification obligation under SECTION 10.1. Each party shall cause any amount to which the taxable period beginning other party is entitled under this SECTION 10.2(b), but which is received or credited to the party not so entitled or any of such party's Affiliates, at any time after the Closing on the Closing Date, and to be paid to the party so entitled in immediately available funds promptly after receipt (C) for or, if the avoidance amount of doubtthe credit or refund is applied against any other liability of the party not so entitled, payment within ten days of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 notice of this Agreement shall be the responsibility of Sellersuch application).

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of All Taxes that are either (i) based upon or measured by reference except Transfer Taxes allocated pursuant to incomeSection 9.2 and federal, receipts, profits, capitalstate, or net worth (including sales and use Taxes)local income taxes, (iigross margin taxes, franchise taxes or gross receipts taxes) imposed in connection with any sale or other transfer or assignment of property (real or personalattributable to the acquisition, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6)operation, or ownership of the Assets or Hydrocarbon production from the Assets and similar obligations (iii“Asset Taxes”) required to be withheld, such Taxes apportioned are Seller’s responsibility where attributable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated Effective Date and Purchaser’s responsibility where attributable to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or period after the Closing Effective Date that is not (in the ordinary course each case, regardless of business shall be allocated to the taxable period beginning after the Closing when assessed on the Closing Date, and (C) for Assets or Hydrocarbon production). For the avoidance of doubt, payment with respect to the Pennsylvania Impact Fee, Seller is responsible for such impact fees assessed on the Assets for calendar years up to and including calendar year 2019 and Purchaser is responsible for such impact fees assessed on the Assets from calendar year 2020 and subsequent calendar years thereafter. (b) To the extent possible, amounts relating to such Taxes shall be included in the Final Accounting, but the Final Accounting shall not constitute a final settlement of Tax liability as allocated between the Parties pursuant to this Section 9.1. To the extent the actual amount of an Asset Tax is not known at the time of the Final Accounting, the Parties shall utilize the most recent information available in estimating the amount of such Asset Tax for purposes of such adjustment. To the extent the actual amount of any and all Asset Tax (or the amount thereof paid or otherwise economically borne by a Party) is ultimately determined to be different than the amount (if any) that was taken into account in the Final Accounting, timely payments will be made from one Party to the other to the extent necessary to cause each Party to bear the amount of such Asset Tax that is allocable to such Party under this Section 9.1. (c) For purposes of determining the allocations in Section 9.1(a), (i) Asset Taxes and Tax-related expenses attributable to any action taken by the Acquired Company Hydrocarbon severance or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement production (other than Asset Taxes described in clause (iii)) shall be apportioned based on whether the responsibility severance or production occurs before or after the Effective Date, (ii) Asset Taxes that are based on or related to sales or receipts or imposed on a transactional basis (other than such Asset Taxes described in clause (i) or (iii)) shall be apportioned based on whether the transactions giving rise to such Asset Taxes occur before or after the Effective Date, and (iii) Asset Taxes that are ad valorem, property, and similar taxes imposed on a periodic basis shall be apportioned based on the percentage of Sellerthe assessment period before and after the Effective Date. For purposes of the preceding sentence, any exemption, deduction, credit, or other item that is calculated on a periodic basis shall be allocated pro rata per day between the portion of the assessment period ending before the Effective Date and the portion of the assessment period beginning after the Effective Date. Each Party shall be responsible for its own federal, state, or local income taxes, gross margin taxes, franchise taxes or gross receipts taxes.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company income, property or operations of the TDI Companies and the TDI Subsidiaries that relate to a Straddle Tax Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (aA) in the case of Taxes that are either (i1) based upon or measured by reference related to income, receipts, profits, capital, capital or net worth (but not including sales and compensating use Taxes), or (ii2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), ) (other than conveyances pursuant to this Agreement (Agreement, as provided under Section 7.7.64.6(h), or (iii) required to be withheld), such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on with the Closing Date; and (bB) in the case of all other TaxesTaxes imposed on a periodic basis with respect to the TDI Companies and TDI Subsidiaries, or otherwise measured by the level of any item, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Subject to Section 4.6(g)(ii), the contrary in this Agreement, (A) any deduction Parent and the Seller shall be liable for all Taxes attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the a Pre-Closing Tax Period Period. Subject to Section 4.6(g)(i), the extent permitted by applicable LawsPurchaser, (B) any 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 action excess loss accounts taken by Buyer into income under Treasury Regulation Section 1.1502-19 as a result of this transaction and any items of income, gain, deduction or loss arising out of or relating to the Asset Purchase Agreement or the Acquired Company on or after the transactions contemplated thereby shall for these purposes be apportioned to a Pre-Closing Date that is Tax Period. All transactions not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing occurring on the Closing Date, and (C) for Date after the avoidance Purchaser’s purchase of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement Shares shall be reported on the responsibility of SellerPurchaser’s federal Income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B).

Apportionment of Taxes. If (i) The Seller Parties shall bear and be liable for (A) all Taxes of any kind relating to the Acquired Company is permittedAssets or the conduct or operation of the Business for all Tax periods or portions thereof ending on or before the Closing (including, for the avoidance of doubt, income Taxes, franchise Taxes, withholding Taxes, and any other Taxes relating to the Acquisition or to any of the transactions contemplated in the Ancillary Agreements, other than Transfer Taxes), (B) all Taxes of the Seller Parties (or any Affiliate of a Seller Party) that do not relate to the Acquired Assets or the conduct or operation of the Business for any Tax period, and (C) Transfer Taxes that are the responsibility of the Seller Parties pursuant to Section 9.02(a). (ii) For purposes of this Agreement, any Taxes relating to the Acquired Assets or the conduct or operation of the Business that are imposed with respect to a Tax period that includes, but does not requiredend on, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as (a “Straddle Period”), whether imposed or assessed before or after the last day of a taxable periodClosing Date, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the portion of such period ending on and including the Closing Date (the “Pre-Closing Tax Period”), on the one hand, for which Seller shall be responsible, and the portion of such period beginning after the Closing Date (the “Post-Closing Tax Period”), on the other hand, for which Purchaser shall be responsible, in the manner described below. For purposes of the preceding sentence, proration of liability as between the Pre-Closing Tax Period and the Post-Closing Tax Period for personal property, ad valorem and real property Taxes, if applicable, on or with respect to the Acquired Assets shall be made as follows: (a) of the Closing Date on the basis of the number of days before and including the Closing Date and the number of days after the Closing Date that are included in the case Tax period. Proration of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (liability as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to between the Pre-Closing Tax Period shall be deemed equal to and the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the PrePost-Closing Tax Period shall be deemed to be the amount of for all such Taxes for the entire period (or, other than those described 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 period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closingsentence) shall be allocated to made by an interim closing of the Pre-Closing Tax Period to the extent permitted books by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date assuming that is not in the ordinary course of business shall be allocated to the taxable period beginning after ended at the Closing close of business on the Closing Date, and (C) for the avoidance of doubtexcept that exemptions, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company allowances or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement deductions that are calculated on an annual basis shall be prorated on the responsibility basis of Sellerthe number of days in such portion elapsed through the Closing Date as compared to the number of days in the portion elapsing after the Closing Date. Each Seller Party and Purchaser shall furnish each other with such documents and other records as shall be reasonably requested in order to confirm all proration calculations in accordance with Section 9.02(b).

Apportionment of Taxes. If In order to apportion appropriately any Taxes relating to any taxable year or period that includes an Interim Period, the Acquired Company is permittedparties hereto shall, but not required, to the extent permitted under applicable foreignlaw, state elect with the relevant Tax Authority to treat for all purposes, the Closing Date as the last day of the taxable year or local Income Tax Laws period of the Company, and such Interim Period shall be treated as a short taxable year and a Pre-Closing Period for purposes of this Article VIII. In any case where applicable law does not permit the Company to treat the Closing Date as the last day of a the taxable period, such day shall be treated as year or period of the last day of a taxable period. All Taxes and Tax liabilities Company with respect to Taxes that are payable with respect to an Interim Period, the Acquired Company portion of any such Tax that relate is allocable to a Straddle the portion of the Interim Period ending on the Closing Date shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: be: (a) in the case of Taxes that are either (i) based upon or measured by reference related to income, income or receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), ) (other than conveyances pursuant to this Agreement (as provided Agreement, which are covered under Section 7.7.68.4 of this Agreement), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax taxable year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing DateDate (except that, solely for purposes of determining the marginal tax rate applicable to income or receipts during such period in a jurisdiction in which such tax rate depends upon the level of income or receipts, annualized income or receipts may be taken into account, if appropriate, for an equitable sharing of such Taxes); and and (b) in the case of all other TaxesTaxes not described in subparagraph (a) above that are imposed on a periodic basis and measured by the level of any item, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the period relevant Interim Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire relevant period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If the Acquired Company is permitted8.2.1 For purposes of this Agreement, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All all Taxes and Tax liabilities with respect to the Acquired income, property or operations of the Company that relate to a taxable year or other taxable period beginning before and ending after the date of this Agreement (a "Straddle Period shall Period") will be apportioned between the "Pre-Closing Tax Period Period" and the "Post-Closing Tax Period" of the Straddle Period as follows: (a) in accordance with this Section 8.2. For purposes of this Section 8, the case "Pre-Closing Tax Period" means that portion of Taxes the Straddle Period occurring before the Closing Date and the "Post-Closing Tax Period" means that are either (i) based upon portion of the Straddle Period occurring on or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment after the Closing Date. The portion of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned Tax related to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year will: (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (bi) in the case of all Taxes other than sales and use Taxes, such value-added Taxes, employment Taxes apportioned to the Pre-Closing and any Tax Period shall based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Taxes Tax 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 period ending on the Pre-Closing Date Tax Period and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period and (ii) in the case of any sales or use Taxes, value-added Taxes, employment Taxes and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been be payable if the relevant taxable period or Tax year in which the income, receipts or profits were earned ended on and included in calculating Selling Expenses but for the fact that date of this Agreement. 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 hand, the portion of such amount was paid prior to the Closing) shall be allocated Tax related to the Pre-Closing Tax Period will be deemed to be the greater of (A) 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 date of this Agreement 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 Tax Period and the denominator of which is the number of days in the Straddle Period or (B) the amount of such Tax measured by net income determined as though the applicable Tax period terminated at the end of the day on the date of this Agreement. The portion of Tax related to the Post-Closing Tax Period shall be calculated in a corresponding manner. Purchaser acknowledges that the deductibility of any amounts paid at Closing that are deductible under applicable law are properly allocable to the Post-Closing Tax Period to the extent permitted by provided under applicable Laws, (B) any law and will be reflected on the income and franchise Tax Returns as deducted during the Post-Closing Tax Period as provided under applicable law. The Seller Parties will be liable for the payment of all Taxes of the Company that are attributable to any action taken by Buyer Pre Closing Tax Period whether shown on any original Tax Returns or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) amended Tax Returns for the avoidance of doubt, period referred to in such Tax Returns. Purchaser will be liable for the payment of any and all Taxes and Tax-related expenses that are attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerPost-Closing Tax Period.

Apportionment of Taxes. If (a) In order to apportion appropriately any Taxes relating to any taxable year or period that begins prior to Closing Date and ends after the Acquired Company is permittedClosing Date, but not requiredthe Parties shall, to the extent permitted under applicable foreignlaw, state elect with the relevant Taxing authority to treat for all purposes, the Closing Date as the last day of the taxable year or local Income Tax Laws period of BAT, and such period shall be treated as a short taxable year for purposes of this Section 7.4. (b) In any case where applicable law does not permit BAT to treat the Closing Date as the last day of a the taxable periodyear or period of BAT, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to Taxes that are payable with respect to such period, the Acquired Company portion of any such Tax that relate is allocable to a Straddle Period the portion of such period ending on the Closing Date shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: be: (ai) in the case of Taxes that are either (iA) based upon or measured by reference related to income, income or receipts, profits, capital, or net worth (including sales and use Taxes), (iiB) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax taxable year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing DateDate (except that, solely for purposes of determining the marginal Tax rate applicable to income or receipts during such period in a jurisdiction in which such Tax rate depends upon the level of income or receipts, annualized income or receipts may be taken into account, if appropriate, for an equitable sharing of such Taxes); and and (bii) in the case of all other TaxesTaxes not described in subparagraph (i) above that are imposed on a periodic basis and measured by the level of any item, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the relevant period ending on the Closing Date and the denominator of which is the number of calendar days in the entire relevant period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to (i) the Acquired Company or (ii) the Business or the Purchased Assets that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.68.6.5), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything In the case of any apportionment of Taxes applicable to the contrary in Company pursuant to clause (a)(i) of this AgreementSection 8.6.3, (A) any deduction attributable to income Tax deductions of the Company permitted under applicable Law resulting from the payment of any Selling Expenses and the payment of Repaid Closing Indebtedness (including any amount that would have been included in calculating Selling Expenses but deductions for the fact that such amount was paid prior to the Closingfinancing fees) shall be allocated apportioned to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerPeriod.

Apportionment of Taxes. If For purposes of apportioning the Acquired Taxes of the Company and its Subsidiaries: (i) The parties hereto will, to the extent permitted by applicable Tax Laws, determine the amount of Taxes attributable to any Pre-Closing Tax Period by closing the books of the Company and any of its Subsidiaries, as applicable, as of the end of the Closing Date (including, with respect to the Company, by applying the interim closing method pursuant to Treasury Regulations Section 1.706-4) for all applicable Tax purposes; and (ii) In the case of any Straddle Period, for purposes of any applicable Laws that do not permit the Company or any of its Subsidiaries, as applicable, to close its taxable year as of the Closing Date so that it is permittedthe last day of a Pre-Closing Tax Period of such Company, but not requiredthen for purposes of this Agreement, under applicable foreignthe portion of any Tax that is attributable to the portion of the Straddle Period ending on the Closing Date shall be: (A) in the case of income Taxes or Taxes resulting from, state or local Income imposed on, sales, receipts, profits, use, transfers or assignments of property, or wages, withholdings, or other payments, the amount that would be payable for such period determined as if the Company (or its relevant Subsidiary, as applicable) filed a Tax Laws to treat Return for the portion of the Straddle Period ending on (and including) the Closing Date as the last day of a taxable the tax period, based upon an interim closing of the books of such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company (or Subsidiary), except that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes exemptions, allowances, or deductions that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than calculated on an annual basis) ended at basis will be prorated on the end basis of the day on number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date; and (bB) in the case of all other Taxes, such Taxes apportioned an amount equal to the Pre-Closing Tax Period shall be deemed to be (1) the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by (2) a fraction, (y) the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on (and including) the Closing Date and (z) the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerStraddle Period.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company income, property or operations of the TDI Companies and the TDI Subsidiaries that relate to a Straddle Tax Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (aA) in the case of Taxes that are either (i1) based upon or measured by reference related to income, receipts, profits, capital, capital or net worth (but not including sales and compensating use Taxes), or (ii2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), ) (other than conveyances pursuant to this Agreement (Agreement, as provided under Section 7.7.64.6(h), or (iii) required to be withheld), such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on with the Closing Date; and (bB) in the case of all other TaxesTaxes imposed on a periodic basis with respect to the TDI Companies and TDI Subsidiaries, or otherwise measured by the level of any item, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Subject to Section 4.6(g)(ii), the contrary in this Agreement, (A) any deduction Parent and the Seller shall be liable for all Taxes attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the a Pre-Closing Tax Period Period. Subject to Section 4.6(g)(i), the extent permitted by applicable LawsPurchaser, (B) any 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 action excess loss accounts taken by Buyer into income under Treasury Regulation Section 1.1502-19 as a result of this transaction and any items of income, gain, deduction or loss arising out of or relating to the Asset Purchase Agreement or the Acquired Company on or after the transactions contemplated thereby shall for these purposes be apportioned to a Pre-Closing Date that is Tax Period. All transactions not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing occurring on the Closing Date, and (C) for Date after the avoidance Purchaser's purchase of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement Shares shall be reported on the responsibility of SellerPurchaser's federal Income Tax Return to the extent permitted by Treasury Regulation Section 1.1502- 76(b)(1)(ii)(B).

Apportionment of Taxes. If the Acquired Company is permittedFor purposes of this Agreement, but not required, under applicable foreign, state if any Tax (or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate refund) relates to a Straddle Period (other than Transfer Taxes which shall be apportioned between allocated to Buyer in accordance with Section 9.6), the parties shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to a Pre-Closing Tax Period and the portion that relates to a Post-Closing Tax Period as follows: Period: (a) in the case of property Taxes that are either (i) based upon or measured by reference to incomeand other similar Taxes imposed on a periodic basis, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned the amount attributable to the Pre-Closing Tax portion of the Straddle Period shall be deemed equal ending on the day immediately prior to the amount which would be payable if Closing Date shall equal the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to Straddle Period; provided, however, if as a result of the contrary in 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 (Ab) any deduction in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid portion of the Straddle Period ending on the day immediately prior to the ClosingClosing Date shall be determined as if the Acquired Entity or Seller filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the day immediately prior to the Closing Date using a “closing of the books methodology.” For purposes of clause (b), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the Pre-Closing Tax portion of the Straddle Period ending on the day immediately prior to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerentire Straddle Period.

Apportionment of Taxes. If For purposes of this Agreement, whenever it is necessary to apportion between the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat and the Closing Date as Buyer the last day liability for Taxes of a taxable periodSold Company or Sold Subsidiary for a Straddle Period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period liability shall be apportioned between the Pre-Closing Tax portion of the Straddle Period ending on and including, and the Post-portion of the Straddle Period beginning after, the Closing Tax Date by assuming that the Straddle Period as follows: consisted of two (a2) in taxable periods, one which ended at the case close of Taxes the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of the Sold Companies and Sold Subsidiaries for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that are either the books of the Sold Companies and Sold Subsidiaries were closed at the close of the Closing Date; provided, however, that (i) based upon exemptions, allowances or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes deductions that are reported and paid other than calculated on an annual basis, such as the deduction for amortization and depreciation, shall be apportioned between such two (2) ended taxable years or periods on a daily basis (notwithstanding that such exemptions, allowances or deductions may under applicable law be determined solely at the end of the day taxable period), and (ii) Taxes of the Sold Companies or the Sold Subsidiaries (such as real property or other ad valorem Taxes, but, for the avoidance of doubt, not income, sales and use, or withholding Taxes) imposed on a periodic basis, shall be apportioned between the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period ending on (and including) the Closing Date; , on the one hand, and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending Straddle Period beginning after the Closing Date, on the Closing Date and the denominator of which is the number of calendar days in the entire periodother hand. Notwithstanding anything to the contrary contained in this Agreement, all transactions that occur on the Closing Date but after the Closing and that are not (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated of the Sold Companies or the Sold Subsidiaries or (B) mandated to the taxable period beginning after the Closing occur on the Closing DateDate pursuant to a Contract in effect at or prior to the Closing, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses shall be considered to be attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be period that commences on the responsibility of Sellerday following the Closing Date.

Apportionment of Taxes. If the Acquired Company is permittedAll real property Taxes, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All personal property Taxes and Tax liabilities other ad valorem Taxes and similar ad valorem obligations levied with respect to the Acquired Company Business or the Purchased Assets (other than Taxes allocated pursuant to Section 6.08) or levied with respect to the assets of the Singapore Subsidiary or the Delaware Subsidiary for a taxable period that relate to a Straddle Period includes (but does not end on) the Closing Date shall be apportioned between the Seller Parties and Buyer as of the Closing based on the number of days of such taxable period ending on and including the Closing Date (the “Pre-Closing Tax Period”) and the number of days of such taxable period after the Closing Date (with respect to any such taxable period, the “Post-Closing Tax Period”). The Seller Parties shall be liable for the proportionate amount of such Taxes that is attributable to the Pre-Closing Tax Period, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for real or personal property and other ad valorem Taxes and similar ad valorem obligations relating to the Business, the Purchased Assets or the assets of the Singapore Subsidiary, the Delaware Subsidiary, the Seller Parties and Buyer, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.09 together with such supporting evidence as is reasonably necessary to calculate the proration amount (calculated as a difference between the actual amount payable and the amount reflected in the Working Capital calculation as a reserve). In the case of any taxable period of the Singapore Subsidiary or the Delaware Subsidiary that includes (but does not end on) the Closing Date, the amount of any Taxes based on or measured by the income, receipts or payroll of the Singapore Subsidiary or the Delaware Subsidiary for each of the Pre-Closing Tax Period and the Post-Closing Tax Period shall be determined based on an interim closing of the books as follows: (a) in of the case close of business on the Closing Date. The Seller Parties shall be liable for the amount of all such Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned is attributable to the Pre-Closing Tax Period Period, and Buyer shall be deemed equal liable for the amount of all such Taxes that is attributable to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the PrePost-Closing Tax Period Period. Upon the filing of any Tax Return or the receipt of any xxxx for any Tax based on or measured by the income, receipts or payroll of the Singapore Subsidiary or the Delaware Subsidiary, the Seller Parties and Buyer, as applicable, shall be deemed present a statement to be the other setting forth the amount of reimbursement to which each is entitled under this Section 6.09 together with such Taxes for supporting evidence as is reasonably necessary to calculate the entire period amount (or, calculated as a difference between the actual amount and the amount reflected in the case of such Taxes determined on an arrears basisWorking Capital calculation as a reserve). In each case, the amount shall be paid by the Party owing it to the other Party within twenty (20) days after delivery of such Taxes statement, subject to any adjustments to reflect amounts included in the calculation of Working Capital. In the event that either a Seller Party or Buyer shall make any other payment for the immediately preceding period), multiplied by a fractionwhich it is entitled to reimbursement under this Section 6.09, the numerator of which is the number of calendar other Party shall make such reimbursement promptly but in no event later than twenty (20) days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that presentation of a statement setting forth the amount of reimbursement to which the presenting Party is not in entitled along with such supporting evidence as is reasonably necessary to calculate the ordinary course amount of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for reimbursement. For the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by Section 6.09 shall survive the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerClosing Date.

Apportionment of Taxes. If (a) All real property Taxes, personal property Taxes, and any other similar Taxes or obligations (but excluding, for the Acquired Company is permittedavoidance of doubt, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities any Transfer Taxes) levied with respect to the Acquired Company Purchased Assets for a taxable period that relate to a Straddle Period shall includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes”) will be apportioned between Sellers, on the Pre-Closing Tax Period one hand, and Buyer, on the Post-Closing Tax Period as follows: other hand, based on (a) in the case of Taxes that are either (i) based upon or measured by reference to incomeSellers, receipts, profits, capital, or net worth (including sales the number of days in the taxable period on and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned prior to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; Date and (b) in the case of Buyer, the number of days in the taxable period after the Closing Date. The amount of all other TaxesApportioned Taxes and the costs related to the filing of all applicable filings, reports and returns with respect to the Apportioned Taxes shall be estimated and prorated at the Closing using procedures analogous to those set forth in Section 1.10, mutatis mutandis, and Sellers shall timely pay (or cause to be timely paid) all Apportioned Taxes and related costs that are due and payable prior to Closing and timely file (or cause to be timely filed) all applicable filings, reports and returns with respect to such Apportioned Taxes as provided by applicable Law that are due prior to Closing (and Buyer shall promptly reimburse Sellers for any Apportioned Taxes apportioned to the Pre-Closing Tax Period Buyer). Buyer shall be deemed timely pay (or cause to be the amount of such timely paid) all Apportioned Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount related costs that would have been included in calculating Selling Expenses but for the fact that such amount was are not paid prior to the ClosingClosing and timely file (or cause to be timely filed) shall be allocated all applicable filings, reports and returns with respect to the Pre-Closing Tax Period to the extent permitted such Apportioned Taxes as provided by applicable Laws, Law that have not been filed prior to Closing (B) and Sellers shall promptly reimburse Buyer for any Apportioned Taxes attributable apportioned to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerSellers).

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. (a) All Taxes and Tax liabilities with respect to the Acquired income, property or operations of the Company that relate to a Straddle Period shall taxable year or other taxable period beginning before and ending after the Closing Date will be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (aA) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including other than income Taxes and sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personalon a per diem basis, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (bB) in the case of all other income Taxes and sales and use Taxes, such Taxes apportioned to as determined from the books and records of the Company, between Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the PrePost-Closing Tax Period to Periods as though the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or taxable year of the Acquired Company on or after terminated at the Closing Date that is not in the ordinary course close of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) based on accounting methods, elections and conventions that do not have the effect of distorting income and expenses. The Stockholders will be liable for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses of the Company which are attributable to any action taken Pre-Closing Tax Period (net of reserves for such Taxes to the extent accurately reflected in the preparation of the Closing Date Balance Sheet and the computation of the Closing Working Capital Balance), whether shown on any original return or amended return for the period referred to therein. The Company will be liable for the payment of all Taxes which are attributable to any Post-Closing Tax Period. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest), imposed on the Parent or the Company which are incurred in connection with this Agreement will be borne and paid by the Acquired Principal Stockholder when due, and the Principal Stockholder will, at his own expense, cause to be filed all necessary Returns and other documentation with respect to all such Taxes and fees. (b) To the extent the Company has made a payment of Taxes on or Seller prior to the Closing Date with respect to Taxes attributable to a Pre-Closing Tax Period in excess of the liability of the Company for such Taxes for such Pre-Closing Tax Period, the Surviving Corporation will, upon written request by the Stockholders' Representative, use commercially reasonable efforts to obtain a prompt refund of such overpayment. The Surviving Corporation will remit any refund received pursuant to Sections 2.3.2the immediately preceding sentence, 2.3.3 and 2.3.4 net of this Agreement shall be any Taxes of the responsibility Surviving Corporation arising from the receipt of Sellersuch refund, to the Stockholders' Representative for the benefit of the Stockholders within 15 days of the receipt of such refund.

Apportionment of Taxes. If For purposes of this Agreement, if any Tax (or Tax refund) relates to a Straddle Period, the Acquired Company is permitted, but not required, under applicable foreign, state parties shall use the following conventions for determining the portion of such Tax (or local Income Tax Laws refund) that relates to treat the portion of the Straddle Period ending on the Closing Date as (the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the “Pre-Closing Tax Period and Straddle Period”), or the portion that relates to a Post-Closing Tax Period as follows: Period: (a) ​​​​​​​ in the case of property Taxes that are either (i) based upon or measured by reference and other similar Taxes imposed on a periodic basis, the amount attributable to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Seller’s Pre-Closing Tax Straddle Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to Straddle Period; provided, however, if as a result of the contrary in 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 after the Closing Date; (Ab) any deduction ​​​​​​​ in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but Seller’s Pre-Closing Straddle Period shall be determined as if the Company or Seller filed a separate Tax Return with respect to such Taxes for the fact portion of the Straddle Period ending as of the close of business on the Closing Date using a “closing of the books methodology”; (c) ​​​​​​​ for purposes of this Section 7.2, exemptions, allowances or deductions that such amount was paid prior are calculated on an annual basis and annual property Taxes shall be prorated on the basis of the number of days in the annual period elapsed as of the close of business on the Closing Date as compared to the Closingnumber of days in the annual period elapsing after the Closing Date; and (d) shall be ​​​​​​​ all Taxes for a Straddle Period not allocated to the Seller’s Pre-Closing Tax Period pursuant to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business this Section 7.2 shall be allocated to the taxable period beginning after the Buyer’s Post-Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerTax Period.

Apportionment of Taxes. If Seller and Buyer will, to the Acquired extent permitted by applicable law, elect with the relevant Governmental Authority to close the Tax year of the Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat on the Closing Date as Date. In any case where applicable law does not permit the last day Company to close its Tax year on the Closing Date, in the case of any Taxes that are imposed on a taxable period, such day shall be treated as the last day of periodic basis and that are payable for a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and Period, the Post-Closing portion of such Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to is payable for the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (bi) in the case of all other Taxes, any such Taxes apportioned not based upon or related to the Pre-Closing Tax Period shall income or receipts, be deemed to be the amount of such Taxes for the entire Tax 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 period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Tax period; and (ii) in the case of any such Taxes based upon or related to income or receipts, be determined on the basis of an interim closing of the books of the Company at the close of business on the Closing Date. Notwithstanding anything to the contrary in For purposes of clause (i) of this AgreementSection, any credits against any Tax (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but other than credits for the fact that such amount was paid payments of estimated Taxes and foreign Tax credits or credits carried forward from prior to the ClosingTax Periods) shall be allocated prorated based on the fraction employed in such clause (i). For purposes of clause (ii) of this Section, a liability for any Tax with respect to a Pre-Closing Tax Period shall be the product derived by multiplying (x) the Tax for the entire Tax period by (y) a fraction, the numerator of which is the hypothetical Tax for the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing determined on the Closing Datebasis of an interim closing of the books, without annualization) and (C) the denominator of which is the sum of such numerator plus the hypothetical Tax for the avoidance balance of doubtthe Tax period (determined on the basis of such interim closing of the books, payment of without annualization). The hypothetical Tax for any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement period shall in no case be the responsibility of Sellerless than zero.

Apportionment of Taxes. If For purposes of this Agreement, the Acquired Company portion of Tax that is permitted, but not required, under applicable foreign, state attributable to any Tax period that begins on or local Income Tax Laws to treat before the Closing Date as and ends after the last day of Closing Date (a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a “Straddle Period shall Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the close of business on the Closing Date (the “Pre-Closing Tax Period Straddle Period”) and the 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 8.4(b). The portion of such Tax attributable to the Pre-Closing Straddle Period as follows: will (ai) in the case of any Taxes that are either (i) other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or measured by reference to income, receiptsreceipts or profits earned during a Straddle Period, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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 period ending Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment 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 that would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on 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 will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of 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 calendar days in the entire period. Notwithstanding anything to Straddle Period or (2) if the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but of such Tax for the fact that Straddle Period is measured by income, the amount of such amount was paid prior to Tax determined as though the Closing) shall be allocated to applicable Tax period terminated at the Pre-Closing Tax Period to end of the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing day on the Closing Date, and (C) for the avoidance . The portion of doubt, payment of any and all Taxes and Tax-related expenses Tax attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall a Post-Closing Straddle Period will be the responsibility of Sellercalculated in a corresponding manner.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with (a) With respect to any Straddle Period, the Acquired Taxes of the Companies and the Company that relate Subsidiary attributable to a such Straddle Period shall be apportioned between the portion of the Straddle Period that begins on the first day of the Straddle Period and ends on the Closing Date (the “Pre-Closing Tax Period Straddle Period”), which portion shall be the responsibility of Sellers (to the extent provided in Section 11.2), and all other Taxes attributable to the operations or assets of the Companies and the Post-Closing Tax Company Subsidiary for the Straddle Period as follows: shall be the responsibility of Purchaser. (ab) in In the case of sales and use Taxes, VAT, employment Taxes, withholding Taxes, and Taxes that are either (i) based upon on or measured by reference to gross or net income, receipts, profitsprofits or payments, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment the portion of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Straddle Period shall equal the amount that would be payable if the Straddle Period ended on the last day of the Pre-Closing Straddle Period by means of closing the books and records of the Companies and the Company Subsidiary as of the last day of the Pre-Closing Straddle Period; provided, that all permitted allowances, exemptions and deductions that are normally computed on the basis of an entire year or period shall accrue on a daily basis and shall be allocated between the Pre-Closing Straddle Period and the portion of the Straddle Period that begins on the day immediately following the Closing Date and ends on the last day of the Straddle Period in proportion to the number of days in each such period. (c) In the case of Taxes not described in Section 11.3(b), the portion of the Tax allocated to the Pre-Closing Straddle Period shall equal the amount of Tax for the entire Straddle Period multiplied by the ratio of the number of days during the Pre-Closing Straddle Period to the extent permitted by applicable Laws, number of days during the entire Straddle Period. (Bd) any Taxes attributable This Section 11.3 shall apply mutatis mutandis to any action taken by Buyer Tax refunds, Tax credits or other Tax benefits to which any Company or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall Subsidiary may be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for entitled. For the avoidance of doubt, payment any such Tax refunds, Tax credits or other Tax benefits that are included as a current asset for purposes of any and all Taxes and Tax-related expenses attributable to any action taken by computing the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement Closing Net Working Capital shall be for the responsibility account of SellerPurchaser.

Apportionment of Taxes. If For purposes of determining whether the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All following Taxes and Tax liabilities with respect to the Acquired Company that relate are attributable to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and (or the Post-portion of any Straddle Period ending on or prior to the Closing Tax Period Date) the parties agree as follows: : (ai) in In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned attributable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end portion of the day Straddle Period ending on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period Date shall be deemed to be determined by multiplying the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the contrary in this Agreementextent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (Aiii) In the case of Taxes imposed on the Company, any deduction attributable to Subsidiary of the Company or any Selling Expenses (including GTY Indemnitee as a result of income of any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid Flow-Thru Entity realized prior to the ClosingClosing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the Company or a Subsidiary of the Company for a Pre-Closing Tax Period. (iv) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company or Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (iv), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company ending on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing based on the Closing Date, and mechanics set forth in clause (Ci) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerperiodic Taxes.

Apportionment of Taxes. If Except as otherwise provided in Section 5.27 or in this Article VI, (i) the Acquired Company is permittedSellers shall and shall cause the Other Sellers, but not requiredas the case may be, under applicable foreign, state to bear all Taxes of any kind relating to the Assets for all Tax periods or local Income Tax Laws to treat portions thereof ending on or before the Closing Date as and all Taxes resulting from the last day disposition of a taxable periodthe Assets and the receipt of the Optioned Licenses Fees, such day and (ii) the Purchaser shall be treated as the last day of a taxable period. All bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets for all Tax periods or portions thereof beginning after the Closing Date. For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Sellers, on the one hand, and the Purchaser, on the other hand, based on the portion of the period ending on and including the Closing Date and the portion of the period beginning after the Closing Date, respectively. The amount of any Taxes based on or measured by income or receipts related to the Assets shall be allocated between the Pre-Closing Tax Taxable Period and the Post-Closing Tax Taxable Period as followson a closing-of-the-books (at midnight on the Closing Date) basis. The amount of other Taxes shall be allocated between the Pre-Closing Taxable Period and the Post-Closing Taxable Period in the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If For purposes of determining the Employers Shareholders’ obligation to indemnify Eastern and the members of the Acquired Company is permittedGroup, but not requiredfor Taxes for any period (or portion thereof) ending before or on the Closing Balance Sheet Date, under upon and subject to the terms, conditions and limitations of Article VIII: (a) the parties shall, to the extent permitted by applicable foreignLegal Requirements, state or local Income Tax Laws elect with the relevant taxing authority to treat for all purposes the end of the day on the Closing Date as the last end of a taxable period of each member of the Acquired Group, such that each member of the Acquired Group files a Tax Return for a period that ends as of the end of the day on the Closing Balance Sheet Date; (b) in the case of any taxable period beginning on or before and ending after the Closing Date (a “Straddle Period”) where applicable Legal Requirements do not permit a member of the Acquired Group to treat the end of the day on the Closing Date as the end of a taxable period, such day shall be treated as then for purposes of this Agreement, the last day portion of a taxable period. All Taxes and any Tax liabilities with respect that is attributable to the Acquired Company that relate to a portion of such Straddle Period ending as of end of the day on the Closing Balance Sheet Date shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: be: (ai) in the case of income Taxes that are either (i) based upon or measured by reference to incomeTaxes resulting from, or imposed on, sales, premiums, receipts, profitsuse, capitaltransfers or assignments of property, or net worth (including sales and use Taxes)wages, (ii) imposed in connection with any sale withholdings, or other transfer or assignment of property (real or personalpayments, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which that would be payable for such period determined as if the relevant member of the Acquired Group filed a Tax year (or other Tax reporting period to Return for the extent such Taxes are reported and paid other than portion of the Straddle Period ending as of the end of the day on the Closing Date, based upon an annual basis) ended at interim closing of the books of the relevant member of the Acquired Group as of the end of the day on the Closing Date; and and (bii) in the case of all other Taxes, such Taxes apportioned an amount equal to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period. Notwithstanding anything to the contrary in For purposes of clause (i) of this AgreementSection 5.11(b)(ii), (A) any deduction attributable to any Selling Expenses item determined on an annual or periodic basis (including any amount that would have been included in calculating Selling Expenses but for amortization and depreciation deductions and the fact that such amount was paid prior to the Closingeffects of graduated rates) shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period after the Closing Date based on the relative number of days in the relative portions of the Straddle Period as compared to the Pre-number of days in the entire Straddle Period; (c) Taxes in the form of interest, penalties, additions to Tax or other additional amounts that relate to Taxes for any period (or portion thereof) ending on the Closing Tax Period to Date shall be treated as occurring in a period ending on the extent permitted by applicable LawsClosing Date whether such items are incurred, (B) any Taxes attributable to any action taken by Buyer accrued, assessed or the Acquired Company on similarly charged on, before or after the Closing Date Date; and (d) In the case of any Taxes that is not in the ordinary course of business shall be allocated to the are imposed on a taxable period beginning starting after the Closing on the Closing Date, and (C) for but upon income, sales, premiums, receipts, use, transfers or assignments of property, wages, withholdings or other payments made in a taxable period ending before the avoidance of doubtClosing Date or in a Straddle Period, payment of any and all then such Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be treated as subject to Section 5.11(a) or Section 5.11(b)(ii)(A), as the responsibility of Sellercase may be.

Apportionment of Taxes. If For purposes of this Agreement, the Acquired Company is permitted, but not required, under applicable foreign, state or local Income portion of Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company income, property or operations of Target that relate to any Tax period that begins on or before the Effective Date and ends after the Effective Date (a “Straddle Period shall Period”) 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 Effective Date through the Effective Date (the “Pre-Closing Tax Period Stub Period”) and the period of the Straddle Period that extends from the day after the Effective Date to the end of the Straddle Period (the “Post-Closing Stub Period”) in accordance with this Section 6.3. The portion of such Tax attributable to the Pre-Closing Stub Period as follows: shall (ai) in the case of any Taxes that are either (i) other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or measured by reference to income, receiptsreceipts or profits earned during a Straddle Period, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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 period ending Pre-Closing Stub Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment 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 Straddle Period ended on and included the Effective Date. To the extent that any 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 Stub Period shall be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other 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 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 Stub Period and the denominator of which is the number of calendar days in the entire periodStraddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Effective Date. Notwithstanding anything to the contrary in this Agreement, (A) any deduction The portion of Tax attributable to any Selling Expenses a Post-Closing 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 amount that would have been included penalties and interest) imposed on Target in calculating Selling Expenses but for connection with this Agreement will be borne and paid by the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing DateHolders when due, and (C) for the avoidance of doubtHolders, payment of any at their own expense, will cause to be filed all necessary Returns and other documentation with respect to all such Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerfees.

Apportionment of Taxes. If With respect to all jurisdictions in which Tax Returns are filed: (i) In order appropriately to apportion any Taxes relating to a period that includes the Acquired Company is permittedClosing Date, but not requiredthe parties hereto will, under to the extent permitted by applicable foreignLaw, state or local Income Tax Laws elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable periodperiod of the Company (a “Short Period”), and such day period shall be treated as a Short Period and a period ending on the last day Closing Date for purposes of a taxable periodthis Agreement. All Taxes and Tax liabilities with respect Accordingly, to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as followsextent permitted or required by applicable Law: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales the taxable period of the Company and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment its Subsidiaries that began on January 1 of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-calendar year that includes the Closing Tax Period Date shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end treated as closing as of the day close of business on the Closing Date; and (bii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) or Treasury Regulation Section 1.1502-76(b)(2)(iii) for the month that includes the Closing Date. (ii) For purposes of this Agreement, the method of apportioning any Tax with respect to a taxable period that begins before, and ends after, the Closing Date (a “Straddle Period”), between the portion of such Straddle Period up to and including the Closing Date and the portion of such Straddle Period beginning after the Closing Date, shall be (i) in the case of all other Taxesa Tax that is not an income Tax or any Tax based on gross income, such Taxes apportioned to sales, gross receipts or specific transactions (including real property taxes), the Pre-Closing Tax Period shall be deemed to be the total amount of such Taxes Tax for the entire period (or, Straddle Period in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), question multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on Straddle Period through and including the Closing Date Date, and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything case of an income Tax and any Tax that is based on any of gross income, sales, gross receipts or specific transactions, the Tax that would be due with respect to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (portion of the Straddle Period through and including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and if such portion of the Straddle Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (Csuch as the deduction for depreciation or capital allowances) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerapportioned on a per diem basis.

Apportionment of Taxes. If In the Acquired Company is permittedcase of any Straddle Period, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All all property and ad valorem Taxes and Tax liabilities with respect to assessments on the Acquired Company that relate to a MEMCOR® Product Line Assets for any Straddle Period shall be apportioned prorated between Operating Sellers and Buyer, as of the 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 ending on or prior to the Closing Date and such Taxes shall be allocable to the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, Buyer being liable for such Taxes apportioned attributable to the Pre-Closing Tax any portion of a Straddle Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on beginning after the Closing Date; and (b) in . Information available after the case Closing Date that alters the amount of all other Taxes, such property Taxes apportioned due with respect to the Pre-Closing Tax Straddle Period shall will be deemed to be taken into account and any change in the amount of such Taxes for shall be prorated between Operating Sellers and Buyer. All prorations under this Section 8.02 shall be allocated so that items relating to the entire period (or, in the case portion 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 period Straddle Period ending on or prior to the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Operating Sellers based upon the number of days in the Straddle Period on or prior to the extent permitted by applicable Laws, (B) any Taxes attributable Closing Date and items related to any action taken by Buyer or the Acquired Company on or portion of a Straddle Period beginning after the Closing Date that is not in the ordinary course of business shall be allocated to Buyer based upon the taxable period beginning number of days in the Straddle Period after the Closing Date. The amount of all such prorations shall, if able to be calculated on or prior to the 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 (C) 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 actually received will be apportioned between Buyer and Operating Sellers in a manner consistent with the avoidance allocation of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of as set forth in this Agreement shall be the responsibility of SellerSection 8.02.

Apportionment of Taxes. If For purposes of this Agreement, whenever it is necessary to apportion the Acquired liability for Taxes of the Company is permitted, but not required, under applicable foreign, state or local Income for a Straddle Tax Laws to treat the Closing Date as the last day of a taxable periodPeriod, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period liability shall be apportioned between the Pre-Closing portion of the Straddle Tax Period ending on and including, and the Post-Closing portion of the Straddle Tax Period as follows: beginning after, the Closing Date by assuming that the Straddle Tax Period consisted of two (a2) in taxable periods, one which ended at the case close of Taxes that are either (i) based upon or measured by reference to the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, receiptsgain, profitsdeduction, capital, loss or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment credit of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Company for the Straddle Tax Period shall be deemed equal to allocated between such two (2) taxable years or periods on a “closing of the amount which would be payable if books basis” by assuming that the Tax year books of the Company were closed at the close of the Closing Date; provided, however, that (i) exemptions, allowances or other Tax reporting period to the extent such Taxes deductions that are reported and paid other than calculated on an annual basis, such as the deduction for amortization and depreciation, shall be apportioned between such two (2) ended taxable years or periods on a daily basis (notwithstanding that such exemptions, allowances or deductions may under applicable law be determined solely at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding taxable period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (Cii) Taxes of the Company (such as real property or other ad valorem Taxes, but, for the avoidance of doubt, payment of any not income, sales and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company use, or Seller pursuant to Sections 2.3.2withholding Taxes) imposed on a periodic basis, 2.3.3 and 2.3.4 of this Agreement shall be apportioned between the responsibility portion of Sellerthe Straddle Tax Period ending on and including, and the portion of the Straddle Tax Period beginning after, the Closing Date by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Tax Period ending on (and including) the Closing Date, on the one hand, and the number of days in the Straddle Tax Period beginning after the Closing Date, on the other hand.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company or any Subsidiary that relate to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a "Straddle Period shall Period") will be apportioned between the portion of the Straddle Period that extends from the first of day of such Straddle Period through the Closing Date (the "Pre-Closing Tax Period Straddle Period") and the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the "Post-Closing Tax Period Straddle Period") as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, receipts or net worth profits (but not including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), ) (other than conveyances pursuant to this Agreement (Agreement, as provided under Section 7.7.67.3), or (iii) required to be withheld, withheld such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other TaxesTaxes imposed on a periodic basis with respect to the Company or any Subsidiary, or otherwise measured by the level of any item, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If (a) With respect to any Tax Return for any Straddle Period related to the Acquired Company is permittedBusiness or the Purchased Assets, but not requiredthe party responsible for preparing such Tax Return shall, under applicable foreignto the extent permitted by Law, state or local Income Tax Laws elect to treat the Closing Date as the last day of the taxable year or period and shall apportion any Taxes arising out of or relating to a taxable periodStraddle Period to the Pre-Closing Tax Period and the Post-Closing Tax Period under a “closing-of-the-books” method as described in Treasury Regulation Section 1.1502-76(b)(2) (or any similar provision of state, such day shall be treated local or foreign Law). In any case where applicable Law does not permit the relevant party to treat the Closing Date as the last day of the taxable year or period, any Taxes arising out of or relating to a taxable period. All Straddle Period shall be apportioned to the Pre-Closing Tax Period and the Post-Closing Tax Period based on such a closing-of-the-books method; provided, however, that (i) exemptions, allowances or deductions that are calculated on an annualized basis (including depreciation, amortization and depletion deductions) shall be apportioned on a daily pro rata basis, (ii) solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, and (iii) Real Property Taxes and Tax liabilities personal property Taxes shall be allocated in accordance with the principles set forth in Section 9.2(b). (b) All personal property Taxes, Real Property Taxes and similar ad valorem obligations levied with respect to the Acquired Company that relate to Purchased Assets or the Business for a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that each such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerperiod.

Apportionment of Taxes. If the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company income, property or operations of Western (or CBB ----------------------- as the successor Western) and the Western Subsidiaries that relate to a Straddle Period taxable year or other taxable period beginning before and ending after the Closing Date (an "Overlap Period"), including any refunds of such Taxes, shall be apportioned between the Pre-Closing Tax Period and the portion of such taxable year or other taxable period after the Closing Date (the "Post-Closing Tax Period Period") as follows: (a) in though the case taxable year of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended Western terminated at the end close of the day business on the Closing Date; , and (b) in based on accounting methods, elections and conventions that do not have the case effect of distorting income and expenses. Pursuant to Article 15, Bancorp shall indemnify CBB for the payment of all other TaxesTaxes of Bancorp, such Taxes apportioned Western and the Bancorp Subsidiaries which are attributable to the all Pre-Closing Tax Periods (including, without limitation, all Taxes relating to any Pre-Closing Period apportioned to Bancorp in an Overlap Period) and all Taxes of Bancorp, WSMC and WSPI which are attributable to all Post-Closing Periods. CBB shall be deemed to liable (and Bancorp shall not be the amount of such Taxes liable) for the entire period (or, in the case payment of such all 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 period ending on the Closing Date Western and the denominator of Western Subsidiaries (other than WSPI) which is are attributable to any Post-Closing Periods (including, without limitation, all Taxes relating to any Post-Closing Period apportioned to Western and the number of calendar days Western Subsidiaries in the entire periodan Overlap Period). Notwithstanding anything to the contrary in the foregoing provisions of this AgreementSection 9.2, (A) any deduction Taxes which are attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for an election under Section 338 of the fact that such amount was paid prior to the Closing) Code shall be allocated apportioned to the Prea Post-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerCBB (and not Bancorp).

Apportionment of Taxes. If Sellers shall be liable and indemnify Purchaser for all Taxes attributable to the Acquired Company is permitted, but not required, under applicable foreign, state ownership or local Income Tax Laws to treat sale of the Purchased Assets or any operations of the Sellers for all taxable periods ending on or before the Closing Date as ("Pre-Closing Taxes"). Purchaser shall be liable and indemnify Sellers for all Taxes attributable to the last day ownership of the Purchased Assets or any operations of Purchaser for all taxable periods from and after the Closing Date ("Post-Closing Taxes"). With respect to Taxes attributable to a taxable periodperiod beginning prior to and ending after the Closing Date ("Straddle Taxes"), Pre-Closing Taxes shall include the portion of such day shall be treated as the last day of a taxable period. All Straddle Taxes and Tax liabilities with respect attributable to the Acquired Company that relate operations of the Sellers and the ownership of the Purchased Assets for the period ending immediately prior to a 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 Period 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 Pre-Closing Tax Period Taxes and the Post-Closing Tax Period as follows: (a) Taxes based on the number of days in the case applicable taxable period during which the Purchased Assets were owned by the Sellers and Purchaser. If Purchaser makes a payment of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period Taxes, it shall be deemed equal entitled to the amount which would be payable if the Tax year (or other Tax reporting period to the extent prompt reimbursement from Sellers for such Taxes are reported upon presentation to Sellers of evidence of such payment. If Sellers pay any Post-Closing Taxes, Sellers shall be entitled to prompt reimbursement from Purchaser for such Post-Closing Taxes upon presentation to Purchaser of evidence of such payment. Sellers shall be liable and paid other than on an annual basis) ended at indemnify Purchaser for any sales, use, documentary, recording, stamp, transfer or similar Taxes arising from the end sale of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date Purchased Assets and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in transactions contemplated by this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If (i) The parties agree, to the Acquired extent permissible under Applicable Laws, to elect to have each Tax year of the Company and each Subsidiary end on the Closing Date. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is permitted, but not required, under applicable foreign, state or local Income Tax Laws allocable to treat the portion of the taxable period ending on the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as followsbe: (ai) in the case of Taxes that are either (iA) based upon or measured by reference related to income, receipts, profits, capital, income or net worth receipts or (including sales and use Taxes), (iiB) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which that would be payable if the Tax year (or other Tax reporting taxable period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (bii) in the case of all other Taxes, such Taxes apportioned imposed on a periodic basis with respect to the Pre-Closing Tax Period shall be assets of the Company or any Subsidiary, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire 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 calendar days in the period Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire periodStraddle Period. Notwithstanding anything to For purposes of clause (i) of the contrary in this Agreementforegoing sentence, (A) any deduction attributable to any Selling Expenses item determined on an annual or periodic basis (including any amount that would have been included in calculating Selling Expenses but for amortization and depreciation deductions and the fact that such amount was paid prior to the Closingeffects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period. 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 (including 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 level of such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Company and the Subsidiaries. For taxable periods ending on or prior to the Closing Date, the entire amount of Taxes shown on (or required to be shown on) Tax Returns with respect to such taxable periods shall be allocable to the Seller. (ii) Taxes in the form of interest or penalties that relate to Taxes for any Pre-Closing Tax Period to (or portion of any Straddle Period ending on the extent permitted by applicable Laws, Closing Date) shall be treated as occurring in a Pre-Closing Period (B) any Taxes attributable to any action taken by Buyer or the Acquired Company portion of the Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If (a) Except as otherwise provided in this Article VI, (i) the Acquired Company is permittedMain Sellers shall and shall cause the Other Sellers, but not requiredas the case may be, under applicable foreignto bear all Taxes of any kind relating to the Assets or the conduct or operation of the Business (excluding the EMEA Business), state in each case, for all Tax periods or local Income Tax Laws to treat portions thereof ending on or before the Closing Date as and (ii) the last day Purchaser shall and shall cause the Designated Purchasers to bear all Taxes of any kind relating to the Assets or the conduct or operation of the Business (excluding the EMEA Business) for all Tax periods or portions thereof beginning after the Closing Date. The Sellers shall pay, when due, all Taxes apportioned to the Sellers under this Section 6.4(a) that could result in a liability of a taxable periodPurchaser or Designated Purchaser as a successor or transferee or a Lien on any of the Assets in the hands of the Purchaser or Designated Purchaser. For purposes of the preceding sentence, such day a Tax shall be treated as considered due when required to be paid after assessment (it being understood that Sellers shall have the last day right to pursue any action for reconsideration or appeal that under applicable law tolls the time for the payment of a taxable period. All Taxes the disputed Tax and prevents the Tax liabilities with respect Authority from availing itself of its collection remedies); provided that no Tax shall be considered due for purposes of this subsection to the Acquired Company extent payment thereof is excused under applicable Bankruptcy Law. (i) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Sellers, on the one hand, and the Purchaser and the Designated Purchasers, on the other hand, based on the portion of the period ending on and including the Closing Date and the portion of the period beginning after the Closing Date, respectively. The amount of any Taxes based on or measured by income or receipts of the Business (excluding the EMEA Business) shall be allocated between the Pre-Closing Tax Taxable Period and the Post-Closing Tax Taxable Period as followson a closing-of-the-books basis. The amount of other Taxes shall be allocated between portions of a Straddle Period in the following manner: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies rateably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (b) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing portion of the Straddle Period in which the relevant transaction occurred. (ii) In the case where the parties do not file their own separate Tax Return for any Straddle Period under applicable Law, the party legally obligated to file any Tax Return for a Straddle Period (the “Filing Party”) shall timely and accurately prepare and file such Tax Return and timely pay all Taxes due and payable on such Tax Return. Promptly upon the filing of any Tax Return for a Straddle Period, the party filing such Tax Return shall provide a copy of such Tax Return to the extent permitted by applicable LawsPurchaser or Sellers, as the case may be, of the Assets to which such Tax Return relates, (Bthe “Non-Filing Party”) any along with a calculation of the allocation of the Taxes attributable shown to any action taken by Buyer or be due on such Tax Return between the Acquired Company on or after Filing Party and the Closing Date that is not Non-Filing Party pursuant to this Section 6.4(b). Within ten (10) Business Days of the receipt of such Tax Return, the Non-Filing party shall, unless it timely objects to the calculation of the apportioned Tax based upon the principles set forth in this Section 6.4(b), pay to the Filing Party the amount shown in the ordinary course calculation to be due by the Non-Filing Party. If the Non-Filing Party objects to the calculation of business the apportioned Tax as prepared by the Filing Party in writing within ten (10) Business Days of the receipt of such Tax Return, the Filing Party and the Non-Filing Party shall negotiate in good faith a resolution of the calculation and the Non-Filing Party shall promptly pay to the Filing Party the amount of the apportioned Tax as finally resolved. If after five (5) Business Days of negotiation, the Parties cannot agree upon the apportioned Tax amount, they shall promptly submit the matter to the Accounting Arbitrator for final resolution as promptly as practical and the Accounting Arbitrator’s decision shall be allocated final and binding upon the Parties as to the taxable period beginning amount of any disputed apportioned Tax, and the Non-Filing Party shall promptly pay to the Filing Party the amount of the disputed apportioned Tax as determined by the Accounting Arbitrator. The costs of the Accounting Arbitrator shall be borne by the Party whose position is less correct in the judgment of the Accounting Arbitrator. (c) Prior to, on and after the Closing on the Closing Date, each of the Sellers shall reasonably cooperate with the Purchaser and its Affiliates (i) to obtain any applicable forms, certificates, or other information and (Cii) to comply with clearance procedures established under applicable Law in the jurisdictions in which the Assets are being transferred hereunder to establish, quantify, reduce or eliminate the extent to which the Purchaser or any Designated Purchaser could be liable for any Taxes of the Sellers that are Excluded Liabilities, including by reason of a Lien being filed on the Assets or as a result of such Purchaser or Designated Purchaser having liability as a transferee or successor under applicable Law; provided that such cooperation shall not include a liquidation or restructuring of a Seller or any business of a Seller, and provided further that such cooperation would not: (i) in the Sellers’ opinion, acting reasonably and in good faith, result in the imposition on the Sellers of any director’s or officer’s liability or Tax liability (other than any amount necessary to pay any Taxes of the Sellers that are Excluded Liabilities that Sellers are required to pay (as being due) under Section 6.4(a) at the time such cooperation is provided and any interest, penalties and additions to Tax thereon) that is not fully and promptly reimbursed by the Purchaser and its Affiliates; or (ii) cause any of the Sellers to bear any other out-of-pocket cost or expense that is not fully and promptly reimbursed by the Purchaser and its Affiliates; and provided further that such cooperation would not violate applicable Law, including Bankruptcy Laws as applied to the relevant Seller(s) and any order or other legal obligation of a Seller arising out of the Bankruptcy Proceedings. For the avoidance of doubt, payment of any such cooperation shall include taking actions necessary to comply with Tax clearance procedures established under applicable Law in Argentina and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerHong Kong.

Apportionment of Taxes. If For purposes of this Agreement, if any Tax (or Tax refund) relates to a Straddle Period, the Acquired Company is permitted, but not required, under applicable foreign, state parties shall use the following conventions for determining the portion of such Tax (or local Income Tax Laws refund) that relates to treat the portion of the Straddle Period ending on the Closing Date as (the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the “Pre-Closing Tax Period and Straddle Period”), or the portion that relates to a Post-Closing Tax Period as follows: Period: (a) ​​​​​​​ in the case of property Taxes that are either (i) based upon or measured by reference and other similar Taxes imposed on a periodic basis, the amount attributable to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Seller’s Pre-Closing Tax Straddle Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to Straddle Period; provided, however, if as a result of the contrary in 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 after the Closing Date; (Ab) any deduction ​​​​​​​ in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but Seller’s Pre-Closing Straddle Period shall be determined as if the Company or Seller filed a separate Tax Return with respect to such Taxes for the fact portion of the Straddle Period ending as of the close of business on the Closing Date using a “closing of the books methodology”; (c) ​​​​​​​ for purposes of this Section 7.2, exemptions, allowances or deductions that such amount was paid prior are calculated on an annual basis and annual property Taxes shall be prorated on the basis of the number of days in the annual period elapsed as of the close of business on the Closing Date as compared to the Closingnumber of days in the annual period elapsing after the Closing Date; and (d) shall be ​​​​​​​ all Taxes for a Straddle Period not allocated to the Seller’s Pre-Closing Tax Period pursuant to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business this Section 7.2 shall be allocated to the taxable period beginning after the Buyer’s Post-Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.Tax Period. Stock Purchase Agreement

Apportionment of Taxes. If (a) Except as otherwise provided in this ARTICLE VI, (i) the Acquired Company is permittedSellers shall and shall cause the other Sellers, but not requiredas the case may be, under applicable foreign, state to bear (A) all Taxes of any kind relating to the Assets or local Income the conduct or operation of the Business (excluding the EMEA Business) for all Tax Laws to treat periods or portions thereof ending on or before the Closing Date as and (B) all Taxes of any Seller imposed on or measured by such Seller’s net income, gross income, capital, gross receipts, profits, and all Taxes of the last day same or of a taxable periodsimilar nature, such day for any Tax period (excluding Transfer Taxes that are the responsibility of the Purchaser pursuant to Section 6.1(a)) and (ii) the Purchaser shall be treated as and shall cause the last day of a taxable period. All Designated Purchasers to bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets or the conduct or operation of the Business (excluding the EMEA Business) for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Pre-Closing Tax Period Sellers, on the one hand, and the Post-Purchaser and the Designated Purchasers, on the other hand, based on the portion of the period ending on and including the Closing Tax Date and the portion of the period beginning after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period as followsin the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basisa Property Tax, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of all other Taxes (other than Transfer Taxes allocated under Section 6.1), (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) Taxes shall be allocated to determined from the Pre-Closing Tax Period to books and records of the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to relevant Person as though the taxable period beginning after terminated at the Closing close of business on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If Buyer and the Acquired Seller hereby agree that the Tax year of the Company is permittedand its Subsidiaries shall terminate for U.S. federal income Tax purposes on the end of the Closing Date under Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) as a result of the acquisition of the Shares, but not requiredwith items of income, under applicable foreigngain, state or local Income Tax Laws loss and deduction allocated in accordance with the provisions of Treasury Regulations Section 1.1502-76, including Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) as applicable. To the extent permitted by Requirements of Law, Buyer and Seller further agree to elect with the relevant Taxing Authority to treat for all purposes the Closing Date as the last day of a taxable periodperiod of the Company and each of its Subsidiaries. Any Taxes which are payable by the Company or any of its Subsidiaries after Closing, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect but which relate to periods that begin prior to the Acquired Company that relate to Closing Date and end after the Closing Date (a “Straddle Period Period”), shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference with respect to income, receipts, profits, capital, or net worth (including sales and use and Employment and Withholding Taxes), (ii) imposed in connection with any sale or other transfer or assignment as determined from the books and records of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (the Company and its Subsidiaries as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to though the Pre-Closing Tax Period shall be deemed equal to taxable year of the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported Company and paid other than on an annual basis) ended its Subsidiaries terminated at the end close of the day business on the Closing Date; provided that with respect to income Taxes, the principles of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) shall be applied in a manner consistent with that applied for federal income Tax purposes, and (bii) in the case of with respect to all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period Seller’s obligations shall be deemed to be determined on a per diem basis by multiplying the amount of such Taxes Tax 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 taxable period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable period. Notwithstanding anything The Seller shall, in accordance with the provisions of this Section 7.1, be liable for and shall reimburse the Company for all Taxes that relate to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company a period ending on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on before the Closing Date, including the portion of any Straddle Period ending on the Closing Date (together, “Pre-Closing Taxes”) and (C) Buyer shall be liable for the avoidance portion of doubt, payment of any and all such Taxes and Tax-related expenses attributable which relate to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be period beginning on the responsibility of Sellerday following the Closing Date.

Apportionment of Taxes. If In order to apportion appropriately any Taxes of the Acquired Company is permittedor any Subsidiary relating to any Straddle Period, but not requiredthe Parties hereto will, to the extent permitted under applicable foreignLegal Requirement, state elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of the taxable year or local Income Tax Laws period of the Company. In any case where applicable Legal Requirement does not permit the Company to treat the Closing Date as the last day of a the taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities year or period with respect to the Acquired Company Taxes that relate are payable with respect to a Straddle Period, the allocation of Taxes shall be made as follows: (i) in the case of Taxes based upon income, gross receipts (such as sales Taxes) or specific transactions involving Taxes other than Taxes based upon income or gross receipts, the amount of Taxes attributable to any Pre-Closing Period or Post-Closing Period included in the Straddle Period shall be apportioned between determined by closing the books of the Company or such Subsidiary as of the close of business on the Closing Date and by treating each of such Pre-Closing Tax Period and the Post-Closing Tax Period as follows: a separate taxable year, except that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a per diem basis; and (aii) in the case of Taxes that are either (i) based upon or measured by reference to determined on a basis other than income, receiptsgross receipts or specific transactions, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with the amount of Taxes attributable to any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period included in the Straddle Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on Pre-Closing Period included in the Closing Date Straddle Period and the denominator of which is the total number of calendar days in the entire period. Notwithstanding anything to Straddle Period, and the contrary in this Agreement, (A) any deduction amount of such Taxes attributable to any Selling Expenses (including any amount that would have been Post-Closing Period included in calculating Selling Expenses but a Straddle Period shall be the excess of the amount of the Taxes for the fact that such Straddle Period over the amount was paid prior to the Closing) shall be allocated of Taxes attributable to the Pre-Closing Tax Period included in such Straddle Period. (iii) In the event that a dispute arises between the Shareholders Representative or any Shareholder and Buyer as to the extent permitted by applicable Laws, (B) apportionment of Taxes or indemnification or any matter relating to Taxes attributable to the Company, the Parties shall attempt in good faith to resolve such dispute, and any action taken by Buyer or agreed upon amount shall be paid to the Acquired Company on or after the Closing Date that appropriate Party. If such dispute is not in resolved thirty (30) calendar days thereafter, the ordinary course of business Parties shall submit the dispute to the Accounting Arbitrator for resolution, which resolution shall be allocated final, conclusive, and binding on the Parties. Notwithstanding anything in this Agreement to the taxable period beginning after contrary, the Closing on fees and expenses of the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken Accounting Arbitrator in resolving this dispute shall be borne equally by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 Shareholders and 2.3.4 of this Agreement shall be the responsibility of SellerBuyer.

Apportionment of Taxes. If (a) Except as otherwise provided in this ARTICLE VI, (i) the Acquired Company is permitted, but not required, under applicable foreign, state Sellers shall bear all Taxes of any kind relating to the Assets or local Income the conduct or operation of the Business for all Tax Laws to treat periods or portions thereof ending on or before the Closing Date as and (ii) the last day of a taxable period, such day Purchaser shall be treated as the last day of a taxable period. All bear all Taxes and Tax liabilities with respect relating to the Acquired Company Assets or the conduct or operation of the Business for all Tax periods or portions thereof beginning after the Closing Date. (b) For purposes of this Agreement, any Taxes for a “Straddle Period” (a Tax period that relate to a Straddle Period includes, but does not end on, the Closing Date) shall be apportioned between the Pre-Closing Tax Period Sellers, on the one hand, and the Post-Purchaser, on the other hand, based on the portion of the period ending on and including the Closing Tax Date and the portion of the period beginning after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period as followsin the following manner: (ai) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) a Tax imposed in connection with any sale or other transfer or assignment respect of property (real or personalexcluding, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (oravoidance of doubt, in the case of such Taxes determined on an arrears basisany income Tax) and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Taxes Tax for the immediately preceding period), period in question multiplied by a fraction, the numerator of which is the total number of calendar days in the period ending on the Closing Date such portion of such Straddle Period and the denominator of which is the total number of calendar days in such Straddle Period, and (ii) in the entire period. Notwithstanding anything to the contrary in this Agreementcase of sales, value-added and similar transaction-based Taxes (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that other than Transfer Taxes allocated under Section 6.1), such amount was paid prior to the Closing) Taxes shall be allocated to the Pre-Closing Tax portion of the Straddle Period to in which the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerrelevant transaction occurred.

Apportionment of Taxes. If Each Party hereto acknowledges and agrees that: (i) the Acquired Company Group Companies shall cease being members of the Seller Group at the end of the day on the Closing Date, and the taxable year of the Group Companies shall end for U.S. federal income Tax purposes on the Closing Date, pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A), (ii) the Group Companies shall join Buyer’s consolidated group as of the end of the day on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A); and (iii) if any of the Group Companies is permitted, but not required, under any applicable foreignTax Law, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day each party, as applicable, shall, and shall be treated cause its Affiliates to, treat the Closing Date as the last day of a that taxable period. All Taxes In each case where applicable Law requires or permits the taxable year of the Group Companies to end on the Closing Date, the taxable income, gain, loss, deduction and Tax liabilities with respect to credit of the Acquired Company that relate to Group Companies for a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference relates to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the a Pre-Closing Tax Period shall be deemed equal apportioned between its taxable year ending on the Closing Date and its taxable year beginning on the day after the Closing Date based on a closing of the books of the Group Companies as of the close of business on the Closing Date, and no election shall be made to prorate items pursuant to Treasury Regulations Section 1.1502-76(b)(2)(ii)(D). In any case where applicable Law does not permit the amount which would be payable if the Tax Company or any Company Subsidiary to close its taxable year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at as of the end of the day on Closing Date or assesses a Tax with respect to a taxable period that includes (but does not end on) the Closing Date; and (b) in , the case amount of all Taxes other Taxesthan Taxes based upon or related to income, such Taxes apportioned gross or net sales, payments or receipts, or payroll of any Group Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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, fraction the numerator of which is the number of calendar days in the period portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to Straddle Period and the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but Seller shall be liable for the fact proportionate amount of the apportioned obligations that such amount was paid prior to the Closing) shall be allocated are attributable to the Pre-Closing Tax Period and Buyer shall be liable for the proportionate amount of the apportioned obligations that are attributable to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Post-Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerTax Period.

Apportionment of Taxes. If For purposes of determining whether the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All following Taxes and Tax liabilities with respect to the Acquired Company that relate are attributable to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and (or the Post-portion of any Straddle Period ending on or prior to the Closing Tax Period Date), the parties agree as follows: : (a) in In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned attributable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end portion of the day Straddle Period ending on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period Date shall be deemed to be determined by multiplying the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period. (b) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle Period ending on the Closing Date) to the contrary in this Agreementextent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (Ac) In the case of Taxes imposed on the Blocker, the Company, any deduction attributable to Company Subsidiaries, or the Buyer (or its Subsidiaries or any Selling Expenses of its Affiliates) as a result of income of any Flow-Thru Entity (including the Company or any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid Company Subsidiaries) realized prior to the ClosingClosing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the Blocker, Company or Company Subsidiary for a Pre-Closing Tax Period. (d) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company or Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology” For purposes of this clause (c), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company ending on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing based on the Closing Date, and mechanics set forth in clause (Ca) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerperiodic Taxes.

Apportionment of Taxes. If the Acquired Company is permittedAny personal property, but not requiredad valorem, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All use and intangible Taxes and Tax liabilities assessments, with respect to the Acquired Company that relate to a Straddle Period Assets (collectively, “Charges”) shall be prorated on a per diem basis and apportioned on a calendar year basis between the Pre-Closing Tax Period Seller and the Post-Closing Tax Period Buyer as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period . Seller shall be deemed to be responsible for the amount payment of that portion of such Taxes for the entire period (orCharges relating to, or arising in the case of such Taxes determined respect of, periods 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 period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid or prior to the Closing) shall be allocated to the Pre-Closing Tax Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and Buyer shall be liable for that portion of such Charges relating to, or arising in respect of, any period after the Closing Date. Within ninety (C90) days after the Closing, Buyer shall present a statement to Seller (on behalf of Seller) 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 bill relates solely to a period ending on or prior to the Closing Date and 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 avoidance proportionate amount of doubtsuch bill that is attributable to a period ending on or prior to the Closing Date. 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 any and all Taxes and Tax-related expenses 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 refunds, credits or overpayments attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement Charges shall be apportioned between Buyer and Seller in accordance with the responsibility of Sellerapportionment provided in this Section 6.7. Any reimbursement by one Party to any other Party shall be treated as adjustments to the Purchase Price.

Apportionment of Taxes. If To the Acquired Company is permitted, but not required, extent permissible under applicable foreignLaws, state or local Income the parties agree to elect (and have each Company elect) to have each Tax Laws to treat year of such Company end on the Closing Date as the last day of and, if such election is not permitted or required in a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities jurisdiction with respect to the Acquired a specific Tax such that a Company that relate is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period shall be apportioned between ending on the Pre-Closing Tax Period and the Post-Closing Tax Period as followsDate: (ai) in the case of property Taxes that are either (i) based upon or measured by reference to incomeand other similar Taxes imposed on a periodic basis, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned the amount attributable to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end portion of the day Straddle Period ending on the Closing Date; and (b) in Date shall equal the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything 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 contrary portion of the Straddle Period beginning on the date after the Closing Date; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the applicable Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this AgreementSection 7.09(b), (A) any deduction attributable to any Selling Expenses item determined on an annual or periodic basis (including any amount that would have been included in calculating Selling Expenses but amortization and depreciation deductions) for the fact that such amount was paid prior to the Closing) income Tax purposes shall be allocated to the Pre-portion of the Straddle Period ending on the Closing Tax Date based on the relative number of days in such portion of the Straddle Period as compared to the extent permitted by applicable Laws, number of days in the entire Straddle Period; and (B) any Taxes attributable to any action taken Tax or item of income, gain, loss, deduction or credit resulting from a transaction engaged in by Buyer or the Acquired a Company on or after the Closing Date that is not in outside of the ordinary course of business and not contemplated by this Agreement, but after the Closing, shall be allocated to the taxable period portion of the Straddle Period beginning on the day after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller.

Apportionment of Taxes. If For purposes of this Agreement, the Acquired Company is permittedportion of Tax, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities (i) with respect to the Acquired Company Transferred Assets and (ii) with respect to the income, property or operations of the Transferred Companies, in either case that relate is attributable to any Tax period that begins on or before the Initial Closing Date and ends after the Initial Closing Date (a “Straddle Period shall Period”) will be apportioned between the period of the Straddle Period that extends before the Initial Closing Date through the Initial Closing Date (the “Pre-Closing Tax Period Straddle Period”) and the 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 10.4(c). The portion of such Tax attributable to the Pre-Closing Straddle Period as follows: will (ai) in the case of any Taxes that are either (i) other than sales or use Taxes, value added Taxes, employment Taxes, withholding Taxes and any Tax based upon on or measured by reference to income, receiptsreceipts or profits earned during a Straddle Period, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes Tax 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 period ending Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use Taxes, value added Taxes, employment 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 that would be payable if the Straddle Period ended on and included the Initial Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on 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 will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of 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 calendar days in the entire periodStraddle Period or (2) if the amount of such Tax for the Straddle Period is measured by income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Initial Closing Date. Notwithstanding anything to the contrary in this Agreement, (A) any deduction The portion of Tax attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that such amount was paid prior to the Closing) shall be allocated to the Prea Post-Closing Tax Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company on or after the Closing Date that is not will be calculated in the ordinary course of business shall be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellera corresponding manner.

Apportionment of Taxes. If For purposes of determining the Acquired Company is permitted, but not required, under applicable foreign, state or local Income Tax Laws to treat the Closing Date as the last day amount of a taxable period, such day shall be treated as the last day of a taxable period. All Taxes and Tax liabilities with respect to the Acquired Company that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end portion of the day any Straddle Period ending on the Closing Date; and ), the parties agree as follows: (bi) in In the case of all property Taxes and other Taxessimilar Taxes imposed on a periodic basis, such Taxes apportioned the amount attributable to the Pre-portion of the Straddle Period ending on the Closing Tax Period Date shall be deemed to be determined by multiplying the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything Straddle Period. (ii) In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period (or the portion of the Straddle H:815039 47 Period ending on the Closing Date) to the contrary in this Agreementextent relating to a Tax for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. (Aiii) any deduction In the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Companies and their Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books” methodology. For purposes of this clause (iii), any Selling Expenses item determined on an annual or periodic basis (including any amount that would have been included in calculating Selling Expenses but for amortization and depreciation deductions and the fact that such amount was paid prior to the Closingeffects of graduated rates) shall be allocated to the Pre-Closing Tax portion of the Straddle Period to the extent permitted by applicable Laws, (B) any Taxes attributable to any action taken by Buyer or the Acquired Company ending on or after the Closing Date that is not in the ordinary course of business shall be allocated to the taxable period beginning after the Closing based on the Closing Date, and mechanics set forth in clause (Ci) for the avoidance of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Sellerperiodic Taxes.

Apportionment of Taxes. If (i) Sellers shall be responsible for all Taxes imposed on the Acquired Company is permitted, but not required, under applicable foreign, state for any Pre‑Closing Period or local Income Tax Laws to treat Pre‑Closing Portion in excess of the Liability for Taxes reflected in the calculation of Closing Date as the last day of a taxable period, such day Net Working Capital. Sellers shall be treated as responsible for all Taxes (other than Taxes imposed on the last day of a taxable period. All Taxes and Tax liabilities Company) that are due or become due with respect to the Acquired assets and properties of the Company for any Pre‑Closing Period or Pre‑Closing Portion. (ii) Except as provided in Section 7.03(a)(i), Purchaser shall be responsible for all Taxes imposed on the Company or that relate are due or become due with respect to a the assets and properties of the Company. (iii) Taxes for any Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period allocated as follows: (ax) in the case of Taxes that are either (i) based upon or measured by reference to income, receipts, profits, capital, or net worth (including sales and use Taxes), (ii) imposed in connection with any sale or other transfer or assignment of property (for real or personal, tangible or intangible), other than conveyances pursuant to this Agreement (as provided under Section 7.7.6), or (iii) required to be withheld, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed equal to the amount which would be payable if the Tax year (or other Tax reporting period to the extent such Taxes are reported and paid other than on an annual basis) ended at the end of the day on the Closing Date; and (b) in the case of all other personal property Taxes, such Taxes apportioned to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes allocable to the Pre‑Closing Portion shall be equal to the amount of such property Taxes for the immediately preceding period), such Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the period ending on the Pre-Closing Date Portion and the denominator of which is the number of calendar days in the entire period. Notwithstanding anything to Straddle Period; and (y) for all other Taxes, the contrary in this Agreement, (A) any deduction attributable to any Selling Expenses (including any amount that would have been included in calculating Selling Expenses but for the fact that of such amount was paid prior to the Closing) shall be allocated Taxes allocable to the Pre-Closing Tax Period Portion shall be determined based on an actual closing of the books used to calculate such Taxes as if a taxable period ended as of the close of business on the Closing Date (with exemptions, allowances or deductions that are calculated on an annual basis including depreciation and amortization deductions, being allocated to the extent permitted Pre‑Closing Portion based upon the number of days in the Pre‑Closing Portion relative to the number of days in such Straddle Period). CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iv) Each Party shall cooperate in assuring that Taxes that are the responsibility of Sellers pursuant to this Section 7.03(a) are paid by applicable LawsSellers, and that Taxes that are the responsibility of the Purchaser pursuant to this Section 7.03(a) are paid by the Purchaser. (Bv) Any refunds or credits of Taxes of the Company relating to the period prior to the Closing Date (plus any Taxes attributable to any action taken by Buyer interest received with respect thereto and including, without limitation, refunds or the Acquired Company credits arising from amended returns filed on or after the Closing Date Date), shall be for the account of the Sellers (and shall be shared equally, as between the Sellers) and, if received or utilized by Purchaser or its Affiliates, shall (after reduction by the amount of any Tax imposed on Purchaser or the Company as a result of the receipt of the refund or credit) be paid to the Sellers within ten (10) days after receipt by Purchaser or such Affiliate; provided, however, that is not if any of such refunds or credits are reflected in the ordinary course calculation of business shall Closing Date Net Working Capital, such refunds or credits will be allocated to the taxable period beginning after the Closing on the Closing Date, and (C) for the avoidance account of doubt, payment of any and all Taxes and Tax-related expenses attributable to any action taken by the Acquired Company or Seller pursuant to Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of SellerCompany.