Common use of Computation of Tax Liabilities Clause in Contracts

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending on (and including) the Closing Date, and the denominator of which is the number of calendar days in the entire taxable period. (iii) If, for a particular Tax Return, Seller does not agree with Parent's determination of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be due.

Computation of Tax Liabilities. For purposes To the extent permitted or required, the taxable year of determining the Company that includes the Closing Date shall close as of the end of the Closing Date. Whenever it is necessary to determine the liability for Taxes imposed which relate to for a Straddle Period relating to: (a) Taxes not described in Section 7.6(b) (e.g., Taxes imposed on a periodic basis, such as real property and must be allocated between a Pre-Closing other ad valorem Taxes), the determination of Taxes of the Company for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a Post-fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (b) (i) Taxes based on the income or receipts for a Straddle Period, the (ii) Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (realincluding all sales and use Taxes) for a Straddle Period, personaland (iii) withholding Taxes relating to a Straddle Period, tangiblethe determination of the Taxes of the Company for the portion of the Straddle Period ending on and including, or intangible)and the portion of the Straddle Period beginning and ending after, such Taxes the Closing Date shall be deemed equal to calculated by assuming that the amount Straddle Period consisted of two (2) taxable periods, one which ended at the close of 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 Company 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 would be payable if the taxable year ended on and included books of the Company were closed at the close of the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i)provided, however, that exemptions, allowances or deductions that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined calculated on an arrears basisannual basis (including, but not limited to, depreciation and amortization deductions) will be allocated between the amount of such Taxes for period ending on the immediately preced ing period) multiplied by a fraction, Closing Date and the numerator of which is period after the Closing Date in proportion to the number of calendar days in the taxable period ending on (and including) the Closing Date, and the denominator of which is the number of calendar days in the entire taxable each such period. (iii) If, for a particular Tax Return, Seller does not agree with Parent's determination of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be due.

Computation of Tax Liabilities. For purposes To the extent permitted or required, the taxable year of determining Nuprim that includes the Closing Date shall close as of the end of the Closing Date. Whenever it is necessary to determine the liability for Taxes imposed which relate to for a Straddle Period relating to: (a) Taxes not described in Section 8.12(b) (e.g., Taxes imposed on a periodic basis, such as real property and must be allocated between a Pre-Closing other ad valorem Taxes), the determination of Taxes of Nuprim for the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a Post-fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (b) (i) Taxes based on the income or receipts for a Straddle Period, the (ii) Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (realincluding all sales and use Taxes) for a Straddle Period, personaland (iii) withholding Taxes relating to a Straddle Period, tangiblethe determination of the Taxes of Nuprim for the portion of the Straddle Period ending on and including, or intangible)and the portion of the Straddle Period beginning and ending after, such Taxes the Closing Date shall be deemed equal to calculated by assuming that the amount Straddle Period consisted of two (2) taxable periods, one which ended at the close of 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 Nuprim 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 would be payable if the taxable year ended on and included books of Nuprim were closed at the close of the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i)provided, however, that exemptions, allowances or deductions that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes shall be deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined calculated on an arrears basisannual basis (including, but not limited to, depreciation and amortization deductions) will be allocated between the amount of such Taxes for period ending on the immediately preced ing period) multiplied by a fraction, Closing Date and the numerator of which is period after the Closing Date in proportion to the number of calendar days in the taxable period ending on (and including) the Closing Date, and the denominator of which is the number of calendar days in the entire taxable each such period. (iii) If, for a particular Tax Return, Seller does not agree with Parent's determination of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be due.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of each Bison Subsidiary which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing Date shall be reported on Holdings' consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Holdings or its Affiliates to the extent permitted by applicable Law. For purposes of Sections 5.8, where it is necessary to apportion between Parent and Holdings the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable periodbooks, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iiiii) If, for a particular Tax Return, Seller does not agree with In determining Parent's determination liability for Taxes pursuant to this Agreement, Parent shall be credited with the amount of estimated Taxes paid by or on behalf of any of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days Bison Subsidiaries prior to the Due Date Closing. To the extent that Parent's liability for Taxes for a taxable year or period is less than the amount of estimated income Taxes previously paid by or on behalf of any of the Bison Subsidiaries with respect to all or a portion of such taxable year or period, Holdings shall pay Parent the difference within two days of filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser relating to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueincome Taxes.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of each Bison Subsidiary which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing Date shall be reported on Holdings' consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Holdings or its Affiliates to the extent permitted by applicable Law. For purposes of Sections 5.8, where it is necessary to apportion between Parent and Holdings the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable periodbooks, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iiiii) If, for a particular Tax Return, Seller does not agree with In determining Parent's determination liability for Taxes pursuant to this Agreement, Parent shall be credited with the amount of estimated Taxes paid by or on behalf of any of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days Bison Subsidiaries prior to the Due Date Closing. To the extent that Parent's liability for Taxes for a taxable year or period is less than the amount of estimated income Taxes previously paid by or on behalf of any of the Bison Subsidiaries (other than THI and its Subsidiaries) with respect to all or a portion of such taxable year or period, Holdings shall pay Parent the difference within two days of filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser relating to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueincome Taxes.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on of the Company and included the Company Subsidiary which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing shall be reported on Purchaser’s consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. Where it is necessary to apportion between Parent and Purchaser the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Section 5.6(b) and the denominator period deemed to begin at the beginning of which the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (ii) In determining Parent’s liability for Taxes pursuant to this Agreement, Parent shall be credited with the amount of estimated Taxes paid by or on behalf of the Company and the Company Subsidiary or accrued on the Balance Sheet of the Company or the Company Subsidiary prior to the Closing. To the extent that Parent’s liability for Taxes for a taxable year or period is less than the number amount of calendar estimated income Taxes previously paid by or on behalf of the Company and the Company Subsidiary with respect to all or a portion of such taxable year or period, Purchaser shall pay Parent the difference within two (2) business days in of filing the entire taxable periodTax Return relating to such income Taxes. (iii) If, To the extent that Parent’s liability for Taxes for a particular Tax Return, Seller does not agree with Parent's determination taxable year or period is greater than the amount of estimated income Taxes previously paid by or on behalf of the amount Company and the Company Subsidiary with respect to all or a portion of such taxable year or period, Purchaser shall notify Parent, and Parent shall reimburse Purchaser for which Seller is responsible pursuant to Section 9.1(b)(ithe difference within fifteen (15) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 business days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and after Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, files the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser relating to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueincome Taxes.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by Law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of each FS Subsidiary which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing shall be reported on Tax Returns of Purchaser or its Affiliates to the extent permitted by applicable Law. For purposes of Section 4.6, where it is necessary to apportion between Parent and Purchaser the Tax liability for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), (x) such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the denominator period deemed to begin at the beginning of which the day following the Closing Date on the basis of an interim closing of the books and (y) any Taxes imposed on a periodic basis (e.g., property Taxes) shall be apportioned on a pro rata per diem basis. (ii) In determining Parent's liability for Taxes pursuant to this Agreement, Parent shall be credited with the amount of estimated Taxes paid by or on behalf of any of the FS Subsidiaries prior to the Closing. To the extent that Parent's liability for Taxes for a taxable year or period is less than the number amount of calendar estimated Taxes previously paid by or on behalf of any of the FS Subsidiaries with respect to all or a portion of such taxable year or period, Purchaser shall pay Parent the difference within ten (10) days in of filing the entire taxable periodTax Return relating to such Taxes. (iii) If, after the Closing, Parent or any Non-FS Subsidiary is required to pay any estimated Taxes on behalf of any FS Subsidiary, including for a particular example the installments of French Tax Returnto be paid by Textron France Holding S.A.R.L. on behalf of the French FS Subsidiaries in September and December 2006, Seller does not agree with Parent's determination then, upon the written request of Parent setting forth in reasonable detail the computation of the amount for which Seller is responsible pursuant owed, Purchaser or the applicable FS Subsidiary shall pay in immediately available funds to Section 9.1(b)(i) ("Parent's Requested Amount"), Parent or the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least applicable Non-FS Subsidiary no later than two (2) days prior to the Due Date due date for filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1) day before the Due Date payment of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in estimated Taxes an amount equal to such estimated Taxes; provided, however, that to the excessextent that any such estimated Tax payment relates to a taxable period that begins on or before the Closing Date and ends after the Closing Date, if any(A) the payment obligation of Purchaser or the applicable FS Subsidiary pursuant to this Section 4.6(c)(iii) shall be reduced by the amount of such estimated Tax payment allocable to the portion of such period through and including the Closing Date, of and (iB) the amount finally determined of such reduction pursuant to clause (A) shall be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal added to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined credited to be dueParent pursuant to Section 4.6(c)(ii).

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of the Company which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. For purposes of Sections 5.4(b)(i) and (b)(ii) and Sections 8.1(b)(ii) and 8.1(c)(i), where it is necessary to apportion between Seller and Purchaser the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 8.1(b)(i) and 8.1(d)(i)(B), and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable periodbooks, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iiiii) If, In determining Seller's liability for a particular Tax ReturnTaxes pursuant to this Agreement, Seller does not agree shall be credited with Parent's determination the amount of any estimated Taxes paid by or on behalf of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days Company prior to the Due Date Closing Date. To the extent that Seller's liability for Taxes for a taxable year or period is less than the amount of estimated Taxes previously paid by or on behalf of the Company with respect to all or a portion of such taxable year or period, Purchaser shall pay Seller the difference within two days after filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser relating to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueTaxes.

Computation of Tax Liabilities. For purposes of determining (a) To the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Periodextent permitted or required by Law or administrative practice, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on of Holdings and included each of the Transferred Companies that includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (ii) all transactions of or with respect to the Acquiror Sub Surviving Corporation or any of the Transferred Companies not in the ordinary course of business occurring after the Closing shall be reported on Acquiror's or the Acquiror Sub Surviving Corporation's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Acquiror or its Affiliates to the extent permitted by Law. For purposes of Section 6.2(a) and (b), where it is necessary to apportion between Parent and Acquiror the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 6.2(a) and 6.3(a)(ii), and the denominator period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis; PROVIDED, HOWEVER, that if the capital structure of an entity is changed after the Closing Date, the Tax liability of the entity for a Straddle Period apportioned to the period deemed to end at the close of the Closing Date shall not exceed the Tax liability which is would have been due if the number Tax liability had been calculated as of calendar days in such date, based on the entire taxable periodincome, assets, capital, liability and other attributes of the entity on the Closing Date. (iiib) If, for a particular Tax Return, Seller does not agree with In determining Parent's determination liability for Taxes pursuant to this Agreement, Parent shall be credited with the amount of estimated Taxes paid by or on behalf of Holdings or any of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days Transferred Companies prior to the Due Date Closing. To the extent that Parent's liability for filing Taxes for a taxable year or period is less than the relevant Tax Returnamount of estimated income Taxes previously paid by or on behalf of Holdings or any of the Transferred Companies with respect to all or a portion of such taxable year or period, the Tax Return shall be filed in the manner determined by Purchaser and Seller Acquiror shall pay any amounts determined by Purchaser to be due and owing from Parent the Seller at least one (1) day before difference within two days of the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, earlier of (i) the amount finally determined receipt of a refund relating to be due over such overpayment or (ii) the Parent's Requested Amount or from Purchaser filing of a Tax Return in which a credit attributable to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be duesuch overpayment is utilized.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of the Company which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions of the Company not in the ordinary course of business occurring after the Closing, other than those pursuant to plans adopted by the Company before the Closing, shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. For purposes of Sections 5.4(a)(i) and (a)(ii), where it is necessary to apportion between Parent and Purchaser the Tax liability of the Company for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 8.1(b)(i) and 8.1(e)(i), and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable periodbooks, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated pro rata per diem. (iiiii) If, In determining Parent's liability for a particular Tax Returnpursuant to this Agreement, Seller does not agree Parent shall be credited with Parent's determination the amount of estimated Taxes paid by or on behalf of the amount for which Seller Company prior to the Closing with respect to that particular Tax to the extent such Tax is responsible pursuant credited by a Taxing Authority to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses period of the Company. To the extent that Parent's liability for a particular Tax Arbitrator shall be borne equally by Seller and Purchaser. If for a taxable year or period is less than the Tax Arbitrator has not rendered a decision at least two (2) days amount of any estimated Taxes paid prior to Closing by or on behalf of the Due Date for Company with respect to all or a portion of such taxable year or period, Purchaser shall pay Parent the difference within two days of filing the relevant Tax Return, the Tax Return relating to such Taxes, provided, however, that Purchaser's and the Company's obligations shall be filed in the manner determined governed by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1Section 5.4(d)(i) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, extent such estimated Taxes paid prior to Closing entitle Purchaser or the Company to a refund of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueTaxes.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case extent permitted or required by law or administrative practice of Taxes that are either any taxing authority, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of the Company or any of its Subsidiaries which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing shall be reported on Buyer's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of the Buyer or its affiliates to the extent permitted by law. For purposes of Section 4.8(c)(i) and (c)(ii), where it is necessary to apportion between the Seller and the Buyer the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 4.8(c)(i)(D)(II) and 4.8(d)(i)(B), and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable periodbooks, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iiiii) IfIn determining the Seller's liability for Taxes pursuant to this Agreement, the Seller shall be credited with the amount of estimated Taxes previously paid by or on behalf of the Company and its Subsidiaries. To the extent that the Seller's liability for Taxes for a particular Tax Return, Seller does not agree with Parent's determination taxable year or period is less than the amount of estimated income Taxes previously paid by or on behalf of the amount for which Seller is responsible pursuant Company or any of its Subsidiaries with respect to Section 9.1(b)(i) ("Parent's Requested Amount")all or a portion of such taxable year or period, the parties Buyer shall attempt to resolve pay the disagreement. If Seller the parties are unable to resolve the disagreement difference within 30 2 days before the of filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser relating to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueincome Taxes.

Computation of Tax Liabilities. To the extent permitted or required by Applicable Law or administrative practice, (i) the taxable period of RSA SLISI that began on January 1 of the calendar year which includes the Closing Date shall be treated as closing as of the close of business on the Closing Date, notwithstanding the foregoing, (ii) all transactions not in the ordinary course of business and properly allocable thereunder to the portion of the day after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of determining this Agreement, where it is necessary to apportion between Seller and Purchaser the Taxes imposed which relate to Tax liability of an entity for a Straddle Period and must be allocated between a Pre-(which is not treated under the immediately preceding sentence as closing on the Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangibleDate), such Taxes liability shall be deemed equal to apportioned between the amount that would be payable if the taxable year ended on and included the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes shall be period deemed to be end at the amount 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending on (and including) the Closing Date, and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable period. books, except that Taxes (iiisuch as real property Taxes) Ifimposed on a periodic basis shall be allocated on a daily basis. In determining Seller's liability for Taxes pursuant to this Agreement, Seller shall be credited with the amount of estimated or actual Taxes paid by or on behalf of RSA SLISI prior to the Closing. To the extent that Seller's liability for Taxes of RSA SLISI for a particular Tax Return, Seller does not agree with Parent's determination of Straddle Period is less than the amount for which of estimated or actual Taxes previously paid by or on behalf of RSA SLISI with respect to such Straddle Period, Purchaser shall pay Seller is responsible pursuant to Section 9.1(b)(ithe difference within three (3) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before of the filing of the relevant Tax ReturnReturn relating to such Tax. Parent, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and the Purchaser further agree to file all Tax Returns (including, without limitation, all State income Tax Returns), handle the "contest of any audit and otherwise act for all Tax Arbitrator") whose determination shall be binding upon purposes consistent with the parties. The fees and expenses provisions of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be duethis Section 6.3.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by Law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of the Company which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing shall be reported on Buyer's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of the Buyer or its affiliates to the extent permitted by law. For purposes of Section 4.7(c)(i) and (c)(ii), where it is neces- sary to apportion between the Seller and the Buyer the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 4.7(c)(i) and 4.7(d)(i)(B), and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable periodbooks, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (iiiii) IfIn determining the Seller's liability for Taxes pursuant to this Agreement, for a particular Tax Return, the Seller does not agree shall be credited with Parent's determination the amount of estimated Taxes paid by or on behalf of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days Company prior to the Due Date Closing to the extent such estimated Taxes are allocable for periods ending on or before the Closing Date. To the extent that the Seller's liability for Taxes for a taxable year or period is less than the amount of estimated income Taxes previously paid by or on behalf of the Company with respect to all or a portion of such taxable year or period, the Buyer shall pay the Seller the difference within two days of filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser relating to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueincome Taxes.

Computation of Tax Liabilities. For purposes of determining the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In To the case of Taxes that are either extent permitted or required by law or administrative practice, (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on of the Company and included the Company Subsidiary which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions not in the ordinary course of business occurring after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. Where it is necessary to apportion between Parent and Purchaser the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Section 5.6(b) and the denominator period deemed to begin at the beginning of which the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis. (ii) In determining Parent's liability for Taxes pursuant to this Agreement, Parent shall be credited with the amount of estimated Taxes paid by or on behalf of the Company and the Company Subsidiary or accrued on the Balance Sheet of the Company or the Company Subsidiary prior to the Closing. To the extent that Parent's liability for Taxes for a taxable year or period is less than the number amount of calendar estimated income Taxes previously paid by or on behalf of the Company and the Company Subsidiary with respect to all or a portion of such taxable year or period, Purchaser shall pay Parent the difference within two (2) business days in of filing the entire taxable periodTax Return relating to such income Taxes. (iii) If, To the extent that Parent's liability for Taxes for a particular Tax Return, Seller does not agree with Parent's determination taxable year or period is greater than the amount of estimated income Taxes previously paid by or on behalf of the amount Company and the Company Subsidiary with respect to all or a portion of such taxable year or period, Purchaser shall notify Parent, and Parent shall reimburse Purchaser for which Seller is responsible pursuant to Section 9.1(b)(ithe difference within fifteen (15) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 business days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and after Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, files the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser relating to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueincome Taxes.

Computation of Tax Liabilities. For purposes of determining To the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Periodextent permitted ------------------------------- or required by Law or administrative practice, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of the Company or any of its Subsidiaries which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (ii) all transactions not in the ordinary course of business occurring after the effective time of the Closing shall be reported on Buyer's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of the Buyer or its affiliates to the extent permitted by law. For purposes of Section 4.7(c)(i) and (c)(ii), where it is necessary to apportion between the Seller and the Buyer the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Section 4.7(d)(ii), and the denominator period deemed to begin immediately following the Closing Date on the basis of which is an interim closing of the books; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the Straddle Period up to and including the Closing Date and the portion of the Straddle Period following the Closing Date in proportion to the number of calendar days in each such period; and provided further -------- ------- that Taxes imposed on a periodic basis (such as real property Taxes) shall be allocated between the entire taxable portion of the Straddle Period up to and including the Closing Date and the portion of the Straddle Period following the Closing Date in proportion to the number of days in each such period. (iii) If, for a particular Tax Return, Seller does not agree with Parent's determination of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days prior to the Due Date for filing the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be due.

Computation of Tax Liabilities. For purposes of determining (a) To the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Periodextent permitted or required by Law or administrative practice, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on of Holdings and included each of the Transferred Companies that includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (ii) all transactions of or with respect to the Acquiror Sub Surviving Corporation or any of the Transferred Companies not in the ordinary course of business occurring after the Closing shall be reported on Acquiror's or the Acquiror Sub Surviving Corporation's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Acquiror or its Affiliates to the extent permitted by Law. For purposes of Section 6.2(a) and (b), where it is necessary to apportion between Parent and Acquiror the Tax liability of an entity for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 6.2(a) and 6.3(a)(ii), and the denominator period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated on a daily basis; provided, however, that if the capital structure of an entity is changed after the Closing Date, the Tax liability of the entity for a Straddle Period apportioned to the period deemed to end at the close of the Closing Date shall not exceed the Tax liability which is would have been due if the number Tax liability had been calculated as of calendar days in such date, based on the entire taxable periodincome, assets, capital, liability and other attributes of the entity on the Closing Date. (iiib) If, for a particular Tax Return, Seller does not agree with In determining Parent's determination liability for Taxes pursuant to this Agreement, Parent shall be credited with the amount of estimated Taxes paid by or on behalf of Holdings or any of the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days Transferred Companies prior to the Due Date Closing. To the extent that Parent's liability for filing Taxes for a taxable year or period is less than the relevant Tax Returnamount of estimated income Taxes previously paid by or on behalf of Holdings or any of the Transferred Companies with respect to all or a portion of such taxable year or period, the Tax Return shall be filed in the manner determined by Purchaser and Seller Acquiror shall pay any amounts determined by Purchaser to be due and owing from Parent the Seller at least one (1) day before difference within two days of the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, earlier of (i) the amount finally determined receipt of a refund relating to be due over such overpayment or (ii) the Parent's Requested Amount or from Purchaser filing of a Tax Return in which a credit attributable to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be duesuch overpayment is utilized.

Computation of Tax Liabilities. For purposes of determining (1) To the Taxes imposed which relate to a Straddle Period and must be allocated between a Pre-Closing Straddle Period and a Post-Closing Straddle Periodextent permitted or required by law or administrative practice, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangible), such Taxes shall be deemed equal to the amount that would be payable if the taxable year ended on and included of the Company which includes the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes Date 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending treated as closing on (and including) the Closing Date and, notwithstanding the foregoing, (B) all transactions of the Company not in the ordinary course of business occurring after the Closing, other than those pursuant to plans adopted by the Company before the Closing, shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by law. For purposes of Sections 5.4(a)(i) and (a)(ii), where it is necessary to apportion between Parent and Purchaser the Tax liability of the Company for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, subject to Sections 8.1(b)(i) and 8.1(e)(i), and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable periodbooks, except that Taxes (such as real property Taxes) imposed on a periodic basis shall be allocated pro rata per diem. (iii2) If, In determining Parent's liability for a particular Tax Returnpursuant to this Agreement, Seller does not agree Parent shall be credited with Parent's determination the amount of estimated Taxes paid by or on behalf of the amount for which Seller Company prior to the Closing with respect to that particular Tax to the extent such Tax is responsible pursuant credited by a Taxing Authority to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses period of the Company. To the extent that Parent's liability for a particular Tax Arbitrator shall be borne equally by Seller and Purchaser. If for a taxable year or period is less than the Tax Arbitrator has not rendered a decision at least two (2) days amount of any estimated Taxes paid prior to Closing by or on behalf of the Due Date for Company with respect to all or a portion of such taxable year or period, Purchaser shall pay Parent the difference within two days of filing the relevant Tax Return, the Tax Return relating to such Taxes, provided, however, that Purchaser's and the Company's obligations shall be filed in the manner determined governed by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1Section 5.4(d)(i) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, extent such estimated Taxes paid prior to Closing entitle Purchaser or the Company to a refund of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be dueTaxes.

Computation of Tax Liabilities. For To the extent permitted or required by law or administrative practice, the taxable year of the Company which includes the Merger Closing Date shall be treated as closing on the Merger Closing Date. Where it is necessary for purposes of determining this Agreement to apportion between Sellers and Open Energy the Taxes imposed which relate to of the Company or Buyer for a Straddle Period and must be allocated between taxable year or period (or portion thereof) that includes but does not end on the Closing Date (a Pre-Closing Straddle Period and a Post-Closing “Straddle Period, ”) (which is not treated under the Taxes attributable to immediately preceding sentence as closing on the Pre-Merger Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangibleDate), such Taxes liability shall be apportioned between the period deemed equal to end on the amount that would be payable if the taxable year ended on and included the Merger Closing Date; and , and the period deemed to begin at the beginning of the day following the Merger Closing Date on the basis of an interim closing of the books, except that Taxes (iisuch as real or personal property Taxes) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value not imposed on income or level of any item (such as personal property taxes and real estate taxes), such Taxes receipts shall be deemed to be the amount of such Taxes for the entire period allocated on a daily basis (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preced ing period) multiplied by based upon a fraction, fraction the numerator of which is the number of calendar days in the taxable period ending on (and including) the Merger Closing Date, Date and the denominator of which is the number of calendar days in the entire taxable period. (iii) If); provided, for a particular Tax Returnhowever, Seller does not agree with Parent's determination of that Taxes allocated to the amount for which Seller is responsible pursuant to Section 9.1(b)(i) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before the filing of the relevant Tax Return, the dispute shall be referred to a "Big Five" accounting firm reasonably acceptable to both Seller and Purchaser (the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses of the Tax Arbitrator shall be borne equally by Seller and Purchaser. If the Tax Arbitrator has not rendered a decision at least two (2) days period prior to the Due Merger Closing Date for filing the relevant Tax Return, the Tax Return shall not be filed adversely affected by an extraordinary action or transaction or change in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser assets or operations of the Company that occurs after the Effective Time. All determinations necessary to be due and owing from give effect to the Seller at least one (1) day before the Due Date of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment foregoing allocations shall be made from Seller to Purchaser in an amount equal a manner consistent with prior practice of the Company. Notwithstanding anything to the excesscontrary in this Agreement, if any, of (i) the amount finally determined to Buyer shall be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal responsible for any Taxes attributable to the excesstransactions contemplated by this Agreement, if any, including any Taxes arising from the failure of (i) Parent's Requested Amount over (ii) the amount finally determined Merger to be duequalify as a tax-free reorganization under section 368 of the Code.

Computation of Tax Liabilities. To the extent permitted or required by Applicable Law or administrative practice, (i) the taxable period of the Company that began on January 1 of the calendar year which includes the Closing Date shall be treated as closing as of the close of business on the Closing Date, notwithstanding the foregoing, (ii) all transactions not in the ordinary course of business and properly allocable thereunder to the portion of the day after the Closing shall be reported on Purchaser's consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Purchaser or its Affiliates to the extent permitted by Applicable Law, and (iii) no election shall be made under Treasury Regulation Section 1.1502-76(b)(2)(ii) (relating to ratable allocation of a year's items). For purposes of determining this Agreement, where it is necessary to apportion between Seller and Purchaser the Taxes imposed which relate to Tax liability of an entity for a Straddle Period and must be allocated between a Pre-(which is not treated under the immediately preceding sentence as closing on the Closing Straddle Period and a Post-Closing Straddle Period, the Taxes attributable to the Pre-Closing Straddle Period shall be determined as follows: (i) In the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real, personal, tangible, or intangibleDate), such Taxes liability shall be deemed equal to apportioned between the amount that would be payable if the taxable year ended on and included the Closing Date; and (ii) In the case of Taxes not described in Section 6.14(a)(i), that are imposed on a periodic basis and measured by the amount, value or level of any item (such as personal property taxes and real estate taxes), such Taxes shall be period deemed to be end at the amount 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 preced ing period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period ending on (and including) the Closing Date, and the denominator period deemed to begin at the beginning of which is the number day following the Closing Date on the basis of calendar days in an interim closing of the entire taxable period. books, except that Taxes (iiisuch as real property Taxes) Ifimposed on a periodic basis shall be allocated on a daily basis. In determining Seller's liability for Taxes pursuant to this Agreement, Seller shall be credited with the amount of estimated or actual Taxes paid by or on behalf of the Company prior to the Closing. To the extent that Seller's liability for Taxes of the Company for a particular Tax Return, Seller does not agree with Parent's determination Straddle Period is less than the amount of estimated or actual Taxes previously paid by or on behalf of the amount for which Company with respect to such Straddle Period, Purchaser shall pay Seller is responsible pursuant to Section 9.1(b)(ithe difference within three (3) ("Parent's Requested Amount"), the parties shall attempt to resolve the disagreement. If the parties are unable to resolve the disagreement within 30 days before of the filing of the relevant Tax Return, Return relating to such Tax. Purchaser shall pay Seller the dispute shall be referred value of any Tax Credit used by Purchaser to a "Big Five" accounting firm reasonably acceptable offset premium Taxes on premiums written in any Post-Closing tax period to both Seller and Purchaser the extent that such credits are attributable to payments made by or on behalf of Company prior to or on the Closing Date within three (3) days of the "Tax Arbitrator") whose determination shall be binding upon the parties. The fees and expenses filing of the Tax Arbitrator shall be borne equally by Return relating to such Tax. Parent, Seller and Purchaser. If the Purchaser further agree to file all Tax Arbitrator has not rendered a decision at least two Returns (2) days prior to including, without limitation, all State income Tax Returns), handle the Due Date contest of any audit and otherwise act for filing all Tax purposes consistent with the relevant Tax Return, the Tax Return shall be filed in the manner determined by Purchaser and Seller shall pay any amounts determined by Purchaser to be due and owing from the Seller at least one (1) day before the Due Date provisions of such Tax Return. At such time as the amount due from Seller to Purchaser is finally determined by the Tax Arbitrator, a payment shall be made from Seller to Purchaser in an amount equal to the excess, if any, of (i) the amount finally determined to be due over (ii) the Parent's Requested Amount or from Purchaser to Seller in an amount equal to the excess, if any, of (i) Parent's Requested Amount over (ii) the amount finally determined to be duethis Section 10.3.