Common use of Apportionment of Taxes Clause in Contracts

Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property Taxes and other Taxes imposed on a periodic basis allocable to the 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 the Pre-Closing Tax Period shall be 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 Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each period. Subject to the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing 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)).

Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for For purposes of this Agreement, in the case of any Straddle Period, (i) property all Taxes and other Taxes imposed on a periodic basis allocable Tax liabilities with respect to the 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 the Pre-Closing Tax Period shall be computed as if such taxable period ended as income, assets or activities of the end of the day on Company that relate to a Taxable year or other Taxable period beginning before and ending after 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 Date will be allocated apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in proportion the case of Taxes other than those based upon income, sales, proceeds, profits, receipts, wages, compensation or similar items, on a per diem basis, allocating to the Pre-Closing Tax Period the amount of any such Taxes for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in each the Taxable period up to and including the Closing Date, and the denominator of which is the total number of days in the Taxable period. Subject ; 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 provisions Company liabilities which, for Tax purposes, are related to the Pre-Closing Tax Period but are not taken into account as the Company’s liabilities for purposes of this AgreementClosing Date Working Capital, Seller shall not be liable considered to reduce the amount of any Tax liability for Taxes (other than Transfer Taxes) that are attributable to any a Pre-Closing Tax Period, but shall instead be allocated to the period beginning after the Closing Date solely for purposes of determining the existence and Purchaser the amount of indemnifiable Damages hereunder (irrespective of the appropriate Tax reporting treatment, which shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing Tax Period. Seller shall also determined in the sole discretion of the Buyer, except as may be responsible, without duplication, for any Excluded Taxes (except for any Excluded Taxes for which Seller is not required to indemnify Purchaser pursuant to otherwise determined under Section 9.2(c)(vi)8.2).

Apportionment of Taxes. In order to apportion appropriately any Taxes relating to a period that includes but does not end on the Closing Date, the parties hereto will, to the extent permitted by Applicable Laws, elect with the relevant Taxing Authority to treat the Closing Date as the last day of a taxable period of the Company and each Subsidiary, and the such taxable period shall be a Pre-Closing 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 Period as follows: (a) To in the extent permitted case of any Taxes based on or required measured by applicable Lawincome or receipts, Taxes allocable to the Pre-Closing Period will be determined based on an interim closing of the 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) the amount of other Taxes of the Company for a Straddle Period that are allocable to the Pre-Closing Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days from (and including) the first day of such taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on period through (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property Taxes and other Taxes imposed on a periodic basis allocable to the Pre-Closing Tax Period based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number denominator 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 the Pre-Closing Tax Period shall be 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 Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to which is the number of days in each period. Subject to the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax such Straddle Period, and Purchaser the remainder of Taxes for such Straddle Period shall be liable for Taxes (other than Excluded Taxes) that are attributable allocable to any the Post-Closing 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)).

Apportionment of Taxes. (a) To All Taxes and Tax liabilities with respect to the extent permitted income, property or required by applicable Law, operations of the Company that relate to a taxable year of each of the Purchased Entities that includes or other taxable period beginning before and ending after the Closing Date shall be treated apportioned between the Pre-Closing Period and the post-closing period as closing on follows: (and includingA) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property Taxes other than income Taxes and other Taxes imposed sales and use Taxes, on a periodic basis allocable per diem basis, and (B) in the case of income Taxes and sales and use Taxes, as determined from the books and records of the Company, to the Pre-Closing Tax Period based portion of such period ending on the number of days of such Closing Date as though the 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 the Pre-Closing Tax Period shall be computed as if such taxable period ended as year of the end Company terminated at the opening of the day business on the Closing Date; provided , and based on accounting methods, elections and conventions that exemptions, allowances do not have the effect of distorting income and expenses. All Taxes of the Company which are attributable (as determined under this Section 9.2) to any taxable year or deductions that are calculated other taxable period (or portion thereof) ending on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between Pre-Closing Tax Period and the Post-Closing Tax Period in proportion or prior to the number Closing Date, reduced by liability accruals or other applicable reserves or provisions set forth in the Closing Balance Sheet shall, be payable out of days in each period. Subject the Escrow Account to the provisions of this extent provided in Section 9.7 hereof or by the Shareholders to the extent provided in the Tax Indemnification Agreement, Seller subject to the applicable limitations set forth in Section 9.7 hereof. The Parent shall be liable for the payment of Taxes (other than Transfer Taxes) that which are attributable to any Pre-taxable years and other taxable periods (or portions thereof) beginning on the Closing Tax PeriodDate, and Purchaser shall be liable except as provided for Taxes in clause (other than Excluded Taxesiii) that are attributable to any Post-Closing 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 of Section 9.2(c)(vi))9.7.

Apportionment of Taxes. (a) To If the extent permitted Acquired Company is permitted, but not required, under applicable foreign, state or required by applicable Law, the taxable year of each of the Purchased Entities that includes local Income Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as closing on (and including) the Closing Datelast day of a taxable period. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property All Taxes and other Taxes imposed on a periodic basis allocable Tax liabilities with respect to the 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 Acquired Company that relate to the Pre-Closing Tax a Straddle Period shall be computed as if such taxable period ended as of apportioned between 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 Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in proportion 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 number of days in each period. Subject to the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax Period, and Purchaser Period shall be liable for 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 Excluded 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) that are any deduction attributable to any PostSelling 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. Seller shall also be responsiblePeriod to the extent permitted by applicable Laws, without duplication, for (B) any Excluded Taxes (except for attributable to any Excluded Taxes for which Seller action taken by Buyer or the Acquired Company on or after the Closing Date that is not required in the ordinary course of business shall be allocated to indemnify Purchaser 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 Section 9.2(c)(vi)).Sections 2.3.2, 2.3.3 and 2.3.4 of this Agreement shall be the responsibility of Seller. 7.7.4

Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (All Taxes and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, Tax liabilities with respect to (i) property Taxes and other Taxes imposed on a periodic basis allocable to the 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 Company or (ii) Taxes (other than Taxes described in clause (i)) allocable the Business or the Purchased Assets that relate to the Pre-Closing Tax a Straddle Period shall be computed as if such taxable period ended as of apportioned between 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 Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in proportion 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 8.6.5), 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 each the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Subject In the case of any apportionment of Taxes applicable to the provisions Company pursuant to clause (a)(i) of this AgreementSection 8.6.3, Seller any 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 deductions for financing fees) shall be liable for Taxes (other than Transfer Taxes) that are attributable apportioned to any the Pre-Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing 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)).

Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property All Taxes and other Taxes imposed on a periodic basis allocable Tax liabilities with respect to the 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 Acquired Companies that relate to the Pre-Closing Tax a Straddle Period shall be computed as if such taxable period ended as of apportioned between 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 Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in proportion 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) or (iii) required to be withheld, such Taxes shall be deemed equal to the amount which would be payable if the Tax year ended at the end of the day on the Closing Date; and (b) in the case of Taxes imposed on a periodic basis with respect to the Acquired Companies other than those described in clause (a), such Taxes 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 each the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Subject to the provisions The apportionment of Taxes and Tax liabilities under this Agreement, Seller Section 10.1 shall be liable for calculated prior to taking into account any Tax losses of the Acquired Companies or any other company that may lawfully be utilized (whether by way of carry forward, loss offset, subvention payment or otherwise) in order to satisfy or reduce the relevant Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing or Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing 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))liability.

Apportionment of Taxes. (a) To In the extent permitted or required by applicable Lawcase of Taxes that are payable with respect to a Straddle Period, the taxable year portion of each any such Tax that is allocable to the portion of the Purchased Entities that includes taxable period ending on the Closing Date shall be treated as closing on be: (and includingi) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle PeriodTaxes that are either, (iA) based upon or related to income or receipts, or (B) imposed in connection with any sale or other transfer or assignment of property Taxes (real or personal, tangible or intangible), deemed equal to the amount that would be payable (after giving effect to amounts that may be deducted from or offset against such Taxes) if the taxable period ended on the Closing Date; and other (ii) in the case of Taxes imposed on a periodic basis allocable with respect to the Pre-Closing Tax Period based on assets of the number Company, or otherwise measured by the level of days any item, deemed to be the amount of such taxable period included Taxes for the entire Straddle Period (after giving effect to amounts that may be deducted from or offset against such Taxes) (or, in the Pre-Closing Tax Period and the number of days case of such taxable period included in the Post-Closing Tax Period and (ii) Taxes (other than Taxes described in clause (i)) allocable to the Pre-Closing Tax Period shall be 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 determined on an annual basis (includingarrears basis, but not limited tothe amount of such Taxes for the immediately preceding period), depreciation and amortization deductions) shall be allocated between Pre-Closing Tax Period and multiplied by a fraction, the Post-Closing Tax Period in proportion to numerator of which is the number of days in each periodthe Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Subject 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 provisions level of this Agreement, Seller such items on the Closing Date. All determinations necessary to effect the foregoing allocations shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing 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))made in a manner consistent with prior practice of the Company.

Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property All Taxes and other Taxes imposed on a periodic basis allocable Tax liabilities with respect to the 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 Company that relate to the Pre-Closing Tax a Straddle Period shall be computed as if such taxable period ended as of apportioned between 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 Pre-Closing Tax Period and the Post-Closing Tax Period as follows: (a) in proportion the case of Taxes that are either (1) based upon or measured by reference to income, receipts, profits, capital or net worth (including sales and use Taxes), (2) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), or (3) required to be withheld, such Taxes shall be deemed equal to the amount which would be payable if the Tax year ended at the end of the day on the Closing Date; and (b) in the case of Taxes imposed on a periodic basis with respect to the Company other than those described in clause (a), such Taxes 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 next succeeding period), multiplied by a fraction, the numerator of which is the number of calendar days in each the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. Subject In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing Tax not such Privilege 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)).

Apportionment of Taxes. Each Party hereto acknowledges and agrees that: (ai) To the extent permitted or required by applicable LawGroup Companies shall cease being members of the Seller Group at the end of the day on the Closing Date, and the taxable year of each of the Purchased Entities that includes the Closing Date Group Companies shall be treated as closing end for U.S. federal income Tax purposes on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreementpursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A), in the case of any Straddle Period, (i) property Taxes and other Taxes imposed on a periodic basis allocable to the 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 the Pre-Closing Tax Period Group Companies shall be computed as if such taxable period ended join Buyer’s consolidated group as of the end of the day on the Closing DateDate pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A); provided that exemptions, allowances or deductions that are calculated on an annual basis and (includingiii) if any of the Group Companies is permitted, but not limited required, under any applicable Tax Law, to treat the Closing Date as the last day of a taxable period, each party, as applicable, shall, and shall cause its Affiliates to, depreciation treat the Closing Date as the last day of that taxable period. 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 amortization deductions) credit of the Group Companies for a Straddle Period that relates to a Pre-Closing Tax Period shall be allocated 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 Company or any Company Subsidiary to close its taxable year as of the end of the Closing Date or assesses a Tax with respect to a taxable period that includes (but does not end on) the Closing Date, the amount of Taxes other than Taxes based upon or related to income, 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 Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period and the Seller shall be liable for the proportionate amount of the apportioned obligations that 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 Post-Closing Tax Period in proportion to the number of days in each period. Subject to the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing 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)).

Apportionment of Taxes. (a) To the extent permitted or required by applicable Law, the taxable year of each of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of With respect to any Straddle Period, (i) property Buyer, Parent, and Seller will, to the extent permitted by law, 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 and other Taxes imposed on arising out of or relating to a periodic basis allocable Straddle Period to the Pre-Closing Tax Period based on under the number of days of such taxable period included in the Pre“closing-Closing Tax Period and the number of days of such taxable period included in the Postthe-Closing Tax Period and (ii) Taxes (other than Taxes books” method as described in clause Treasury Regulation Section 1.1502-76(b)(2)(i) (ior any similar provision of state, local or foreign Tax Law)) allocable . In any case where applicable Tax Law does not permit an Acquired Company to treat the Closing Date as the last day of the taxable year or period, any Taxes arising out of or relating to a Straddle Period will be apportioned to the Pre-Closing Tax Period shall be computed as if such taxable period ended as based on a closing of the end books of the day on the Closing DateAcquired Company; provided provided, however, that (a) exemptions, allowances or deductions that are calculated on an annual annualized basis (includingincluding depreciation, but not limited to, depreciation amortization and amortization depletion deductions) shall will be allocated between apportioned on 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 level of income, 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 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 and the Post-Closing Tax Period in proportion that have not been paid prior to the number Closing Date or appropriate provision for unpaid Taxes have been made and are reflected as Liabilities on the Balance Sheet of days the Acquired Companies; any Taxes relating to any 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 before the Closing Date, including Taxes imposed pursuant to Treasury Regulation Sections 1.1502-6 or any analogous or similar state, local, or foreign Law; any Taxes of any Person imposed on the Buyer, its Affiliates, or any Acquired Company as a transferee or successor, by contract or pursuant to any Law, rule or regulation, if such Taxes relate to an event or transaction that occurred on or before the Closing Date; any Taxes incurred as a result of making the Election; any Adverse Consequences arising, directly or indirectly, from or in each period. Subject to connection with any breach of the provisions representations and warranties contained in Section 3.17 of this AgreementAgreement or of Seller’s covenants contained in this Article; any Adverse Consequences arising, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable 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 Pre-Closing Tax Period, and Purchaser shall be liable for Taxes of the matters set forth in Sections 11.3(a) through (other than Excluded Taxes) that are attributable to any Post-Closing 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)f).

Apportionment of Taxes. (a) To Seller and Buyer will, to the extent permitted or required by applicable Lawlaw, elect with the taxable relevant Governmental Authority to close the Tax year of each of the Purchased Entities that includes the Closing Date shall be treated as closing Company on (and including) the Closing Date. To In any case where applicable law does not permit the extent such treatment is not permitted or required by applicable Law, for purposes of this AgreementCompany to close its Tax year on the Closing Date, in the case of any Straddle Period, (i) property Taxes and other Taxes that are imposed on a periodic basis allocable to the and that are payable for a Pre-Closing Tax Period based on Period, the number of days portion 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 that is payable for the Pre-Closing Tax Period shall (i) in the case of any such Taxes not based upon or related to income or receipts, be computed as if deemed to be the amount of such taxable Taxes for the entire Tax period ended as multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of 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 end books of the day Company at the close of business on the Closing Date; provided that exemptions. For purposes of clause (i) of this Section, allowances any credits against any Tax (other than credits for payments of estimated Taxes and foreign Tax credits or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductionscredits carried forward from prior Tax Periods) shall be allocated between 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 and shall be the Postproduct 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 in proportion to (determined on the number basis of days in each period. Subject to an interim closing of the provisions of this Agreement, Seller shall be liable for Taxes (other than Transfer Taxes) that are attributable to any Pre-Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing Tax Period. Seller shall also be responsiblebooks, without duplicationannualization) and the denominator of which is the sum of such numerator plus the hypothetical Tax for the balance of the Tax period (determined on the basis of such interim closing of the books, without annualization). The hypothetical Tax 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))period shall in no case be less than zero.

Apportionment of Taxes. (aBuyer and the Seller hereby agree that the Tax year of the Company and 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, with items of income, gain, 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 or required by applicable 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 period of the Company and each of its Subsidiaries. Any Taxes which are payable by the Company or any of its Subsidiaries after Closing, but which relate to periods that begin prior to the Closing Date and end after the Closing Date (a “Straddle Period”), shall be apportioned as follows: (i) with respect to income, sales and use and Employment and Withholding Taxes, as determined from the books and records of the Company and its Subsidiaries as though the taxable year of each the Company and its Subsidiaries terminated at the close of the Purchased Entities that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent such treatment is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (i) property Taxes and other Taxes imposed on a periodic basis allocable to the 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 the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the end of the day business on the Closing Date; provided that exemptionswith respect to income Taxes, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductionsthe principles of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) shall be allocated between Pre-Closing applied in a manner consistent with that applied for federal income Tax Period purposes, and (ii) with respect to all other Taxes, the Post-Closing Seller’s obligations shall be determined on a per diem basis by multiplying the amount of such Tax Period in proportion to for the entire taxable period by a fraction, the numerator of which is the number of days in each the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period. Subject to The Seller shall, in accordance with the provisions of this AgreementSection 7.1, Seller be liable for and shall reimburse the Company for all Taxes that relate to a period ending on or before the Closing Date, including the portion of any Straddle Period ending on the Closing Date (together, “Pre-Closing Taxes”) and Buyer shall be liable for the portion of such Taxes (other than Transfer Taxes) that are attributable which relate to any Pre-the period beginning on the day following the Closing Tax Period, and Purchaser shall be liable for Taxes (other than Excluded Taxes) that are attributable to any Post-Closing 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))Date.