Common use of Liability for Taxes Clause in Contracts

Liability for Taxes. 7.5.1 The Seller will be solely responsible for the following Taxes (collectively, the “Pre-Closing Tax Liabilities”): (i) all Taxes imposed upon the Seller, (ii) all Taxes imposed upon the Company with respect to Pre-Closing Tax Periods and which are attributable to operations of the Company prior to the Closing Date; and (iii) with respect to Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for any and all Taxes (collectively, the “Post-Closing Tax Liabilities”) of, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of the Pre-Closing portion of such Straddle Period will be deemed equal to the amount that would be payable if the taxable year or period ended on the Closing Date based on the actual operations of the Company through and as of the Closing Date (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates to the Pre-Closing portion of such Straddle Period shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 shall be made in a manner consistent with the prior practice of the Company. 7.5.4 The Seller shall pay the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaser.

Liability for Taxes. 7.5.1 The Seller will (a) TPI shall be solely responsible for the following Taxes (collectivelyliable for, the “Pre-Closing Tax Liabilities”): (i) all Taxes imposed upon the Sellerand shall indemnify, (ii) all Taxes imposed upon the Company with respect to Pre-Closing Tax Periods defend and which are attributable to operations of the Company prior to the Closing Date; hold Newco harmless from and (iii) with respect to Straddle Periods (if any)against, all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for any and all Taxes imposed on or with respect to the Contributed Subsidiaries, or their respective assets, operations or activities for any Pre-Closing Period, except to the extent that any such Taxes are a Current Liability and are reflected on the Final Working Capital Statement. (collectivelyb) Newco shall be liable for, and shall indemnify, defend and hold TPI harmless from and against, any and all Taxes imposed on or with respect to the “Contributed Subsidiaries or their respective operations, ownership, assets or activities for any Post-Closing Period. (c) Tax Liabilities”) of, or payable by, the Company that do not constitute items shall be apportioned between Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to Periods and Post-Closing Periods based on a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day closing of the taxable year or period books and records of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of the Pre-Closing portion of such Straddle Period will be deemed equal to the amount that would be payable if the taxable year relevant entity or period ended on the Closing Date based on the actual operations of the Company through and entities as of the Closing Date (except thatprovided that (i) depreciation, solely amortization and depletion for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates to the Pre-Closing portion of such Straddle Period shall be deemed apportioned on a daily pro rata basis and (ii) any Taxes imposed on a periodic basis (including real property Taxes, but not including Taxes based on income and receipts) for any Straddle Period shall be apportioned on a daily pro rata basis). Notwithstanding anything to be the amount of such Tax for contrary in the entire Tax period multiplied by a fractionpreceding sentence, the numerator of which is the number of days in the parties agree that for U.S. federal income Tax period ending on the Closing Date and the denominator of which is the number of days in the entire purposes, Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 items for any Straddle Period shall be made apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with U.S. Treasury Regulation Section 1.1502-76(b), which regulation shall be reasonably interpreted by the parties in a manner consistent intended to achieve the method of apportionment described in the preceding sentence. Neither TPI nor PCA will exercise any option or election (including any election to ratably allocate a Tax year's items under Treasury Regulation Section 1.1502-76(b)(2)(ii)) to allocate Tax items in a manner inconsistent with the prior practice of the Companythis section. 7.5.4 The Seller shall pay the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaser.

Liability for Taxes. 7.5.1 The Seller will be solely responsible for the following Taxes (collectively, the “Pre-Closing Tax Liabilities”): (i) all KCC shall be liable for and shall make payment of any Tax on account of the NPI Companies for any period ending on or prior to the Distribution Date. Except as otherwise provided in Section 3(a)(vi) of this Agreement, KCC shall be entitled to receive any refund of such Taxes imposed upon for any such Tax periods. All reasonable costs and expenses incurred in preparing and filing the SellerTax Returns reporting such Tax shall be paid by KCC. Refunds of Taxes paid by KCC, if any, received by NPI shall be remitted to KCC within thirty (30) days following receipt. KCC shall indemnify and hold harmless NPI for the Taxes described in this Section 3(b)(i). (ii) all Taxes imposed upon the Company with respect to Pre-Closing NPI shall be liable for and shall make payment of any Tax Periods and which are attributable to operations on account of the Company prior NPI Companies for any period beginning after the Distribution Date. NPI shall be entitled to receive any refund of such Taxes for any such Tax periods. Refunds of Taxes paid by NPI, if any, received by KCC shall be remitted to NPI within thirty (30) days following receipt. NPI shall indemnify and hold harmless KCC for the Closing Date; and Taxes described in this Section 3(b)(ii). (iii) with respect to NPI shall file all Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for Period Tax Returns and pay any Tax shown as due and all Taxes (collectively, the “Post-Closing Tax Liabilities”) of, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in owing thereon. In the case of Taxes with respect to a any Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties willKCC and NPI will elect, to the extent permitted under applicable Lawslaw, consider to treat the Closing Distribution Date as the last day of the taxable period of the relevant entity and the liability for Taxes shall be apportioned to the Pre-Distribution Period based on the “closing of the books” method described in Treas. Reg. §1.1502-76(b)(2)(i) or any similar provision of state, local or foreign law. In any case where applicable law does not permit the parties to treat the Distribution Date as the last day of the taxable year or period period, any Taxes arising out of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable or relating to the portion of the Pre-Closing portion of such a Straddle Period will be deemed equal apportioned to the amount that would be payable if the taxable year or period ended on the Closing Date Pre-Distribution Period based on the actual operations a closing of the Company through and as books of the Closing Date relevant entity; provided, however, that (except thata) exemptions, allowances or deductions that are calculated on an annualized basis (including depreciation, amortization and depletion deductions) will be 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 shall will be taken into account. Notwithstanding the foregoing, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business Taxes imposed on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period periodic basis (e.g., the benefit of graduated tax rates, exemption amounts, etc.property taxes) shall will be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates apportioned to the Pre-Closing portion of such Straddle Distribution Period shall be deemed to be by multiplying the amount of such Tax for the entire Tax period multiplied Taxes by a fraction, the numerator of which is the number of days in the Tax period ending on falling within the Closing Date Pre-Distribution Period and the denominator of which is the total number of days in the entire period upon which the Tax periodis imposed. All determinations necessary to give effect KCC shall indemnify NPI for those Taxes that are apportioned to the allocation set forth in this Section 7.5.3 Pre-Distribution Period, and shall be made in a manner consistent with the prior practice of the Company. 7.5.4 The Seller entitled to any refunds thereof. NPI shall pay the Purchaser Tax due on all Straddle Period Tax Returns, but will be entitled to receive any refund of those Taxes to the extent they are not owed to KCC. (iv) With respect to any Straddle Period Tax Returns to be filed by NPI after the Distribution Date pursuant to Section 3(a)(iii) of this Agreement, NPI shall provide KCC with regard a written request showing in reasonable detail the calculation of the amount of KCC’s Taxes (and any other amounts) owing by KCC to NPI pursuant to this Agreement 30 days prior to the due date for filing the Return. KCC shall provide its comments to NPI and shall pay to NPI any amount not in dispute at least 15 days prior to the due date for filing the Return. In the event that KCC disagrees with a position taken on the Return, the parties shall resolve their dispute in accordance with Section 7.5 indemnities within ten 7 of this Agreement; provided, however, that any matter in dispute 10 days prior to filing the Return shall be submitted to a third party in accordance with Section 7 of this Agreement for resolution before the due date of the Return. (10v) days Notwithstanding the foregoing, and notwithstanding anything in Sections 8 and 9 of receiving notice from this Agreement, to the Purchasercontrary: (A) KCC shall be liable for Restructuring Taxes imposed solely as a result of a KCC Tainting Act; (B) NPI shall be liable for Restructuring Taxes imposed solely as a result of an NPI Tainting Act; and (C) KCC and NPI shall each bear 50% of the liability for Restructuring Taxes in the event there is both a KCC Tainting Act and an NPI Tainting Act.

Liability for Taxes. 7.5.1 The Seller will be solely responsible for the following Taxes (collectively, the “Pre-Closing Tax Liabilities”): (i) all KCC shall be liable for and shall make payment of any Tax on account of the NPI Companies for any period ending on or prior to the Distribution Date. Except as otherwise provided in Section 3(a)(vi) of this Agreement, KCC shall be entitled to receive any refund of such Taxes imposed upon for any such Tax periods. All reasonable costs and expenses incurred in preparing and filing the SellerTax Returns reporting such Tax shall be paid by KCC. Refunds of Taxes paid by KCC, if any, received by NPI shall be remitted to KCC within thirty (30) days following receipt. KCC shall indemnify and hold harmless NPI for the Taxes described in this Section 3(b)(i). (ii) all Taxes imposed upon the Company with respect to Pre-Closing NPI shall be liable for and shall make payment of any Tax Periods and which are attributable to operations on account of the Company prior NPI Companies for any period beginning after the Distribution Date. NPI shall be entitled to receive any refund of such Taxes for any such Tax periods. Refunds of Taxes paid by NPI, if any, received by KCC shall be remitted to NPI within thirty (30) days following receipt. NPI shall indemnify and hold harmless KCC for the Closing Date; and Taxes described in this Section 3(b)(ii). (iii) with respect to NPI shall file all Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for Period Tax Returns and pay any Tax shown as due and all Taxes (collectively, the “Post-Closing Tax Liabilities”) of, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in owing thereon. In the case of Taxes with respect to a any Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties willKCC and NPI will elect, to the extent permitted under applicable Lawslaw, consider to treat the Closing Distribution Date as the last day of the taxable period of the relevant entity and the liability for Taxes shall be apportioned to the Pre-Distribution Period based on the “closing of the books” method described in Treas. Reg. §1.1502-76(b)(2)(i) or any similar provision of state, local or foreign law. In any case where applicable law does not permit the parties to treat the Distribution Date as the last day of the taxable year or period period, any Taxes arising out of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable or relating to the portion of the Pre-Closing portion of such a Straddle Period will be deemed equal apportioned to the amount that would be payable if the taxable year or period ended on the Closing Date Pre-Distribution Period based on the actual operations a closing of the Company through and as books of the Closing Date relevant entity; provided, however, that (except thata) exemptions, allowances or deductions that are calculated on an annualized basis (including depreciation, amortization and depletion deductions) will be 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 shall will be taken into account. Notwithstanding the foregoing, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business Taxes imposed on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period periodic basis (e.g., the benefit of graduated tax rates, exemption amounts, etc.property taxes) shall will be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates apportioned to the Pre-Closing portion of such Straddle Distribution Period shall be deemed to be by multiplying the amount of such Tax for the entire Tax period multiplied Taxes by a fraction, the numerator of which is the number of days in the Tax period ending on falling within the Closing Date Pre-Distribution Period and the denominator of which is the total number of days in the entire period upon which the Tax periodis imposed. All determinations necessary to give effect KCC shall indemnify NPI for those Taxes that are apportioned to the allocation set forth in this Section 7.5.3 Pre-Distribution Period, and shall be made in a manner consistent with the prior practice of the Company. 7.5.4 The Seller entitled to any refunds thereof. NPI shall pay the Purchaser Tax due on all Straddle Period Tax Returns, but will be entitled to receive any refund of those Taxes to the extent they are not owed to KCC. (iv) With respect to any Straddle Period Tax Returns to be filed by NPI after the Distribution Date pursuant to Section 3(a)(iii) of this Agreement, NPI shall provide KCC with regard a written request showing in reasonable detail the calculation of the amount of KCC’s Taxes (and any other amounts) owing by KCC to NPI pursuant to this Agreement 30 days prior to the due date for filing the Return. KCC shall provide its comments to NPI and shall pay to NPI any amount not in dispute at least 15 days prior to the due date for filing the Return. In the event that KCC disagrees with a position taken on the Return, the parties shall resolve their dispute in accordance with Section 7.5 indemnities within ten 7 of this Agreement; provided however that any matter in dispute 10 days prior to filing the Return shall be submitted to a third party in accordance with Section 7 of this Agreement for resolution before the due date of the Return. (10v) days Notwithstanding the foregoing, and notwithstanding anything in Sections 8 and 9 of receiving notice from this Agreement, to the Purchasercontrary: (A) KCC shall be liable for Restructuring Taxes imposed solely as a result of a KCC Tainting Act; (B) NPI shall be liable for Restructuring Taxes imposed solely as a result of an NPI Tainting Act; and (C) KCC and NPI shall each bear 50% of the liability for Restructuring Taxes in the event there is both a KCC Tainting Act and an NPI Tainting Act.

Liability for Taxes. 7.5.1 (a) The Seller will shall be solely responsible for liable for, and shall indemnify and hold the following Taxes (collectivelyPurchaser and its Affiliates harmless from, the “Pre-Closing Tax Liabilities”): (i) all any Taxes imposed upon on or incurred by the Seller, (ii) all Taxes imposed upon the Target Company with respect to a Pre-Closing Tax Periods Period, together with any reasonable costs, expenses, losses or damages, including reasonable expenses of investigation and which are attributable to operations attorneys’ and accountants’ fees and expenses, arising out of the Company prior or incident to the Closing Date; determination, assessment or collection of such Taxes (“Tax Losses”) provided, however, that the Seller’s liability for Tax Losses hereunder shall be reduced by the amount of any Taxes included in such Tax Losses to the extent such Taxes are taken into account in determining the Final Net Working Capital. (b) The Purchaser shall be liable for, and shall indemnify and hold the Seller and its Affiliates harmless from, any Tax Losses (iiii) imposed on or incurred by or with respect to Straddle Periods the Target Company or the Target Company’s Assets with respect to a Post-Closing Period, or (if anyii) attributable to a breach by the Purchaser of any covenant with respect to Taxes in this Agreement. (c) Whenever it is necessary for purposes of this ARTICLE 9 to determine the amount of any Taxes imposed on or incurred by or with respect to the Target Company for a portion of a taxable period that begins before and ends after the Closing Date which is allocable to a Pre-Closing Period, the determination shall be made, in the case of property or ad valorem taxes or franchise taxes (which are measured by, or based solely upon capital, debt or a combination of capital and debt), all Taxes imposed upon on a per diem basis and, in the case of other Taxes, by assuming that such portion of the period that is prior to and includes the Closing Date constitutes a separate taxable period applicable to the Target Company which and by taking into account the actual taxable events occurring during such period (except that exemptions, allowances and deductions that are allocablecalculated on an annual or periodic basis, pursuant to Section 7.5.3such as the deduction for depreciation, shall be apportioned to the Pre-Closing portion Period ratably on a per diem basis). Notwithstanding anything to the contrary herein, any franchise tax paid or payable by the Target Company shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Straddle Period. 7.5.2 The Company will be solely responsible tax is measured, regardless of whether the right to do business for any and all Taxes (collectively, another taxable period is obtained by the “Post-Closing Tax Liabilities”) of, payment of such franchise tax. Any credit or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case refund resulting from an overpayment of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of the Pre-Closing portion of such Straddle Period will be deemed equal to the amount that would be payable if the taxable year or period ended on the Closing Date based on the actual operations of the Company through and as of the Closing Date (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates to the Pre-Closing portion of such Straddle Period shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period beginning before and ending on after the Closing Date and shall be prorated based upon the denominator method employed in this Section 9.1(c) taking into account the type of Tax to which is the number of days in the entire Tax periodcredit or refund relates. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 foregoing allocations shall be made in a manner consistent with the prior practice of the Target Company. 7.5.4 (d) The Purchaser shall be liable for, shall pay and shall indemnify, defend and save harmless the Seller and its Affiliates from and against all stock transfer, sales, use, documentary, stamp and other similar Taxes (“Transfer Taxes”) incurred in connection with the sale and transfer of the Purchased Shares to the Purchaser. The Purchaser shall file all necessary Tax Returns and other documentation with respect to such Transfer Taxes, and the Seller shall pay cooperate with the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaserrespect thereto and, if required by Applicable Law, execute Tax Returns related thereto.

Liability for Taxes. 7.5.1 The Seller will be solely responsible for the following Taxes (collectively, the “Pre-Closing Tax Liabilities”): (i) all Taxes imposed upon the SellerThe Sellers shall be liable for and pay, (ii) all Taxes imposed upon the Company with respect and agree to Pre-Closing Tax Periods indemnify and which are attributable to operations of the Company prior to the Closing Date; and (iii) with respect to Straddle Periods (if any)hold harmless Buyer against, all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for any and all Taxes (collectively, the “Post-Closing Tax Liabilities”) of, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes imposed with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after Company and the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to Assumed Liabilities for any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider ends before the Closing Date as and, with respect to any taxable period that includes (but does not end on) the last day of the taxable year or period of the Company. In the case of Closing Date (a ‘‘Straddle Period’’), with respect to any Straddle Period, the portion of any income Taxes that is allocable to the portion of the Pre-Closing portion of such Straddle Period will be deemed equal ending on and including the date immediately prior to the amount that would be payable if the taxable year or period ended on the Closing Date based on the actual operations of the Company through and as of the Closing Date (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes The Sellers shall be entitled to any refund of computing (or credit for) Taxes for which it is liable under this Agreement. (ii) Buyer shall be liable for and pay, and agrees to indemnify and hold harmless the income Sellers from and against, any and all Taxes attributable imposed with respect to the two portions of a Straddle Period, Company and the amount of any item that is taken into account only once Assumed Liabilities for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a begins on or after the Closing Date and, with respect to any Straddle Period, the portion of such Tax Straddle Period beginning on and including the Closing Date. Buyer shall be entitled to any refund of (or credit for) Taxes for which relates it is liable under this Agreement. (iii) For purposes of Sections 8.4(b)(i) and (ii), any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending immediately prior to the Pre-Closing Date and the other beginning on the Closing Date; provided, however, that Taxes imposed on a periodic basis shall be allocated pro rata on a daily basis. Notwithstanding the preceding sentence, if the transactions contemplated by this Agreement result in the reassessment of the value of any of the Assets for property Tax purposes, or the imposition of any property Taxes on such Assets at a rate that is different than the rate that would have been imposed if such transactions had not occurred, then (y) the portion of such property Taxes for the portion of such Straddle Period ending immediately prior to the Closing Date shall be deemed to be allocated pro rata on a daily basis, using the amount assessed value and Tax rate that would have applied had such transactions not occurred, and (z) the portion of such Tax property Taxes for the entire Tax period multiplied by a fraction, the numerator portion of which is the number of days in the Tax period ending such Straddle Period beginning on the Closing Date and shall be the denominator of which is total property Taxes for such Straddle Period minus the number of days amount described in the entire Tax period. All determinations necessary to give effect clause (y). (iv) Notwithstanding anything herein to the allocation set forth contrary, except for sales Taxes in this Section 7.5.3 shall be made in a manner consistent connection with the prior practice purchase of the Companyfixed assets, which Buyer agrees to pay, Sellers agree to pay, and agrees to indemnify and hold harmless the Buyer from and against, any and all real property transfer or gains Taxes, sales Taxes, use Taxes, stamp Taxes or other similar Taxes imposed on the transactions contemplated by this Agreement. 7.5.4 The Seller shall pay the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaser.

Liability for Taxes. 7.5.1 The (a) Seller will shall be solely responsible for liable for, and shall indemnify and hold harmless Purchaser and the following Taxes (collectivelyCompany from and against, the “Pre-Closing Tax Liabilities”): (i) all any Taxes imposed upon the Seller, (ii) all Taxes imposed upon on or incurred by the Company with respect to Pre-Closing Tax Periods and which are attributable to operations of the Company any taxable period ending prior to the Closing Date; Effective Time, and (iii) with respect to Straddle Periods (if anythe portion, determined as described in Section 8.1(c), all of any such Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, for any taxable period beginning prior to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for any Effective Time and all Taxes (collectively, the “Post-Closing Tax Liabilities”) of, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing ending after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that Effective Time which is allocable to the portion of such period occurring prior to the Effective Time (the "Pre-Closing Effective Time Period"). (b) Purchaser shall be liable for, and shall indemnify and hold harmless Seller and its Affiliates from and against, any Taxes imposed on or incurred by the Company and attributable to any taxable period beginning on or after the Effective Time, and the portion, determined as described in Section 8.1(c), of any such Taxes for any taxable period beginning prior to the Effective Time and ending after the Effective Time which is allocable to the portion of such Straddle Period will be deemed equal to period occurring on or after the amount that would be payable if Effective Time (the taxable year or period ended on the Closing Date based on the actual operations of the Company through and as of the Closing Date "Post-Effective Time Period"). (except that, solely c) Whenever it is necessary for purposes of determining this Agreement to determine the marginal tax rate applicable portion of any Taxes of or with respect to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., beginning prior to and ending after the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax Effective Time which relates is allocable to the Pre-Closing portion of such Straddle Effective Time Period shall be deemed to be or the amount of such Tax for the entire Tax period multiplied by a fractionPost-Effective Time Period, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 determination shall be made (i) in the case of property, ad valorem or similar Taxes (which are not based on or measured by production), by allocating all such Taxes on a manner consistent per diem basis, (ii) in the case of franchise, capital or similar Taxes (which are not based on or measured by income or profit), by allocating all such Taxes on a period diem basis, and (iii) in the case of other Taxes, by assuming that each of the Pre-Effective Time Period and the Post-Effective Time Period constitutes a separate taxable period and by taking into account the actual taxable events occurring during each such period. (d) Any claim for indemnification under this Section 8.1, except to the extent otherwise provided in this Article 8, shall be resolved in accordance with the prior practice of the Companyprocedures described in Section 10.2. 7.5.4 The Seller shall pay the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaser.

Liability for Taxes. 7.5.1 The Seller will (a) From and after Closing, Sellers shall be solely responsible for liable for, and shall indemnify, severally (in proportion to their respective interests in the following Taxes (collectivelyCompany prior the transactions contemplated by this Agreement) and not jointly, and hold harmless Purchaser, the “Company, and their respective Affiliates from and against all Taxes of the Company or the Subsidiaries for any Pre-Closing Period; provided, however, that Sellers shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Liabilities”): income) and taken into account in determining the Purchase Price after giving effect to all the adjustments set forth in Section 2.2. (b) From and after Closing, Purchaser shall be liable for, and shall indemnify and hold harmless Sellers and their respective Affiliates from and against (i) all Taxes imposed upon of the Seller, Company and the Subsidiaries for any Post-Closing Period and (ii) all any Transfer Taxes imposed upon the Company with respect required to Pre-Closing Tax Periods and which are attributable to operations of the Company prior to the Closing Date; and (iii) with respect to Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, be borne by Purchaser pursuant to Section 7.5.3, 11.3. (c) Whenever it is necessary for purposes of this Agreement to determine the portion of any Taxes for a Straddle Period which is allocable to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for any and all Taxes (collectively, Period or the “Post-Closing Tax Liabilities”) ofPeriod, any Taxes attributable to the Straddle Period that are based on or related to income, gains, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of receipts will be allocated between the Pre-Closing portion of such Straddle Period will be deemed equal to and the amount that would be payable if the taxable year or period ended on the Post-Closing Date Period based on the actual operations an interim closing of the Company through and as of the Closing Date books (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates allocable to the Pre-Closing portion Period being determined as if such taxable period ended as of such Straddle the end of the Closing Date) and any other Taxes will be prorated between the Pre-Closing Period shall be deemed to be and the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is Post-Closing Period based upon the number of days in the Tax applicable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 shall be made in a manner consistent with the prior practice portion of the CompanyStraddle Period beginning on and including the day after the Closing Date. 7.5.4 The Seller shall pay the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaser.

Liability for Taxes. 7.5.1 The Seller will be solely responsible for the following Taxes (collectivelya) From and after Closing, the “Seller shall be liable for, and shall indemnify, and hold harmless the Purchaser, the Company, and their respective Affiliates from and against all Taxes of the Company or the Subsidiary for any Pre-Closing Period; provided, however, that the Seller shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Liabilities”): income) and taken into account in determining the Final Purchase Price after giving effect to all the adjustments set forth in Section 2.4. (b) From and after Closing, the Purchaser shall be liable for, and shall indemnify and hold harmless the Seller and their respective Affiliates from and against (i) all Taxes imposed upon of the Seller, Company and the Subsidiary for any Post-Closing Period and (ii) all any Transfer Taxes imposed upon required to be borne by the Company with respect to Pre-Closing Tax Periods and which are attributable to operations of the Company prior to the Closing Date; and (iii) with respect to Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, Purchaser pursuant to Section 7.5.3, 11.3. (c) Whenever it is necessary for purposes of this Agreement to determine the portion of any Taxes for a Straddle Period which is allocable to the Pre-Closing portion of such Period or the Post- Closing Period, any Taxes attributable to the Straddle Period. 7.5.2 The Company Period that are based on or related to income, gains, or receipts will be solely responsible for any and all Taxes (collectively, the “Post-Closing Tax Liabilities”) of, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of allocated between the Pre-Closing portion of such Straddle Period will be deemed equal to and the amount that would be payable if the taxable year or period ended on the Post-Closing Date Period based on the actual operations an interim closing of the Company through and as of the Closing Date books (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates allocable to the Pre-Closing portion Period being determined as if such taxable period ended as of such Straddle the end of the Closing Date) and any other Taxes will be prorated between the Pre-Closing Period shall be deemed to be and the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is Post-Closing Period based upon the number of days in the Tax applicable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 shall be made in a manner consistent with the prior practice portion of the CompanyStraddle Period beginning on and including the day after the Closing Date. 7.5.4 The Seller shall pay the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaser.

Liability for Taxes. 7.5.1 The Seller will (a) Sellers shall be solely responsible for the following Taxes (collectively, the “Pre-Closing Tax Liabilities”): (i) and pay all Taxes imposed upon arising or resulting from the Seller, (ii) all Taxes imposed upon the Company with respect to Pre-Closing Tax Periods and which are attributable to operations ownership or operation of the Company Purchased Assets on or prior to the Closing Date; , and (iii) with respect to Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will Buyer shall be solely responsible for any and pay all Transfer Taxes (collectively, as described in Section 2.6 and Taxes arising or resulting from the “Post-Closing Tax Liabilities”) of, ownership or payable by, operation of the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing Purchased Assets after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, (b) Ad valorem real and tangible personal property taxes with respect to the extent permitted under applicable Laws, consider Purchased Assets for the calendar year in which the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of the Pre-Closing portion of such Straddle Period will occurs shall be deemed equal to the amount that would be payable if the taxable year or period ended on the Closing Date based on the actual operations of the Company through prorated between Seller and Buyer as of the Closing Date (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Datebasis of no applicable discount. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates to the Pre-Closing portion of such Straddle Period shall be deemed to be If the amount of such Tax taxes with respect to any of the Purchased Assets for the entire Tax period multiplied by a fractioncalendar year in which the Closing occurs has not been determined as of the Closing Date, then the numerator of which is taxes with respect to such Purchased Assets for the number of days in the Tax period ending preceding calendar year, on the Closing Date and the denominator basis of which is the number of days in the entire Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 no applicable discount, shall be made used to calculate such prorations, with known changes in a manner consistent with valuation or millage applied. If the prior practice actual amount of any such taxes varies by more than Fifteen Thousand Dollars ($15,000) from estimates used at the Company. 7.5.4 The Seller Closing to prorate such taxes, then the parties shall pay the Purchaser with regard to its Section 7.5 indemnities re-prorate such taxes within ten (10) days following request by either party based on the actual amount of receiving the tax xxxx. (c) Buyer and Sellers agree to cooperate and share all required information on a timely basis in order to timely file all reports, returns, schedules and any other documents required to be filed with respect to Taxes and all claims for refunds of Taxes and for the preparation of any audit, and for the prosecution or defense of any claim or Proceeding relating to any proposed adjustment. Buyer and Sellers agree to retain or cause to be retained all books and records pertinent to the Purchased Assets until the expiration of the applicable period for assessment under applicable law (giving effect to any and all extensions or waivers) or, if later, the latest date specified under all record retention agreements entered into with any Governmental Body. After the Closing, Buyer and Sellers will give each other reasonable notice from prior to transferring, discarding or destroying any such books and records relating to Tax matters, and Buyer and Sellers will allow each other upon request to take possession of such books and records at the Purchaserrequesting Party's expense. Buyer and Sellers shall cooperate with each other in the conduct of any audit or other Proceedings involving the Purchased Assets for any Tax purpose. (d) Any payment by Buyer or Sellers under this Section 7.4 will be deemed an adjustment to the Purchase Price.

Liability for Taxes. 7.5.1 The Seller will (a) From and after Closing, Sellers shall be solely responsible for liable for, and shall indemnify, severally (in proportion to their respective interests in the following Taxes (collectivelyCompany prior the transactions contemplated by this Agreement) and not jointly, and hold harmless Purchaser, the “Company, and their respective Affiliates from and against all Taxes of the Company or the Subsidiaries for any Pre-Closing Period; provided, however, that Sellers shall be liable only to the extent that such Taxes exceed the amount, if any, reserved for such Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax Liabilities”): income) and taken into account in determining the Purchase Price after giving effect to all the adjustments set forth in Section 2.2. (b) From and after Closing, Purchaser shall be liable for, and shall indemnify and hold harmless Sellers and their respective Affiliates from and against (i) all Taxes imposed upon of the Seller, Company and the Subsidiaries for any Post-Closing Period and (ii) all any Transfer Taxes imposed upon the Company with respect required to Pre-Closing Tax Periods and which are attributable to operations of the Company prior to the Closing Date; and (iii) with respect to Straddle Periods (if any), all Taxes imposed upon the Company which are allocable, be borne by Purchaser pursuant to Section 7.5.3, 11.3. (c) Whenever it is necessary for purposes of this Agreement to determine the portion of any Taxes for a Straddle Period which is allocable to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for any and all Taxes (collectively, Period or the “Post-Closing Tax Liabilities”) ofPeriod, any Taxes attributable to the Straddle Period that are based on or related to income, gains, or payable by, the Company that do not constitute Pre-Closing Tax Liabilities, including without limitation, in the case of Taxes with respect to a Straddle Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of receipts will be allocated between the Pre-Closing portion of such Straddle Period will be deemed equal to and the amount that would be payable if the taxable year or period ended on the Post-Closing Date Period based on the actual operations an interim closing of the Company through and as of the Closing Date books (except that, solely for purposes of determining the marginal tax rate applicable to income during such period in a jurisdiction in which such tax rate depends upon the level of income, annualized income shall be taken into account, for an equitable sharing of such income Taxes) and the books of the Company will be deemed to be closed as of the close of business on the Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period, the amount of any item that is taken into account only once for a taxable period (e.g., the benefit of graduated tax rates, exemption amounts, etc.) shall be allocated between the two portions of the Straddle Period in proportion to the number of days in each portion. In order to apportion appropriately any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates allocable to the Pre-Closing portion Period being determined as if such taxable period ended as of such Straddle the end of the Closing Date) and any other Taxes will be prorated between the Pre-Closing Period shall be deemed to be and the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is Post-Closing Period based upon the number of days in the Tax applicable period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 shall be made in a manner consistent with the prior practice portion of the Company. 7.5.4 The Seller shall pay Straddle Period beginning on and including the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from day after the Purchaser.Closing Date..

Liability for Taxes. 7.5.1 The Seller will (a) CSK shall be solely responsible for the following Taxes (collectivelyliable for, the “Pre-Closing Tax Liabilities”): (i) all Taxes imposed upon the Sellerand shall indemnify, (ii) all Taxes imposed upon defend and hold the Company with respect harmless from and against, and shall be entitled to Pre-Closing Tax Periods and which are attributable to operations of the Company prior to the Closing Date; and (iii) with respect to Straddle Periods (if any)all refunds of, all Taxes imposed upon the Company which are allocable, pursuant to Section 7.5.3, to the Pre-Closing portion of such Straddle Period. 7.5.2 The Company will be solely responsible for any and all Taxes (collectivelyimposed on or with respect to the WISCO Contributed Subsidiaries, or their respective assets, operations or activities for any Pre-Closing Period, except to the “extent that any such Taxes are reflected on the Final Working Capital Statement or result from a carryback from any Post-Closing Period; provided, however, that the amount of any indemnity obligation of CSK shall be reduced by the amount of any Tax Liabilities”Benefits (for any period) ofrealized or to be realized by the Company, G-P or its Affiliates, or payable by, the Company that do not constitute any Contributed Subsidiary as a result of any adjustment to a Tax item for any Pre-Closing Tax LiabilitiesPeriod. (b) The Company shall be liable for, including without limitationand shall indemnify, in the case of defend and hold CSK harmless from and against, any and all Taxes imposed on or with respect to a Straddle the Contributed Subsidiaries or their respective operations, ownership, assets or activities for any Post-Closing Period, all Taxes which are allocable, pursuant to Section 7.5.3, to the portion of such taxable year or period commencing after the Closing Date. 7.5.3 In order to apportion appropriately any income Taxes relating to any taxable year or period that includes a Straddle Period, the parties will, to the extent permitted under applicable Laws, consider the Closing Date as the last day of the taxable year or period of the Company. In the case of any Straddle Period, the portion of any income Taxes that is allocable to the portion of the (c) Tax items shall be apportioned between Pre-Closing portion of such Straddle Period will be deemed equal to the amount that would be payable if the taxable year or period ended on the Periods and Post- Closing Date Periods based on the actual operations a closing of the Company through Books and Records of the relevant entity or entities as of the Closing Date (except thatprovided that (i) depreciation, solely amortization and depletion for purposes of determining any Straddle Period shall be apportioned on a daily pro rata basis and (ii) any Taxes imposed on a periodic basis (including Real Property Taxes, but not including Taxes based on income and receipts) for any Straddle Period shall be apportioned on a daily pro rata basis). Notwithstanding anything to the marginal tax rate applicable to contrary in the preceding sentence, the parties agree that for U.S. federal income during such period Tax purposes, Tax items for any Straddle Period shall be apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with U.S. Treasury Regulation Section 1.1502-76(b), which regulation shall be reasonably interpreted by the parties in a jurisdiction manner intended to achieve the method of apportionment described in which such tax rate depends upon the level of income, annualized income preceding sentence. Neither CSK nor G-P will exercise any option or election (including any election to ratably allocate a Tax year's items under Treasury Regulation Section 1.1502- 76(b) (2) (ii)) to allocate Tax items in a manner inconsistent with this section. (d) G-P shall be taken into accountliable for, for an equitable sharing of such income Taxes) and the books of shall indemnify, defend and hold the Company will harmless from and against, and shall be deemed entitled to be closed as of all refunds of, any and all Taxes imposed on or with respect to the close of business G-P Contributed Subsidiaries, or their respective assets, operations or activities for any Pre-Closing Period, except to the extent that any such Taxes are reflected on the Final Working Capital Statement or result from a carryback from any Post-Closing Date. For purposes of computing the income Taxes attributable to the two portions of a Straddle Period; provided, however, that the amount of any item that is taken into account only once for a taxable period (e.g., the benefit indemnity obligation of graduated tax rates, exemption amounts, etc.) G-P shall be allocated between reduced by the two portions amount of any Tax Benefits (for any period) realized or to be realized by the Straddle Period in proportion Company, CSK or its Affiliates, or any Contributed Subsidiary as a result of any adjustment to the number of days in each portion. In order to apportion appropriately a Tax item for any Taxes (other than income Taxes) relating to any taxable year or period that includes a Straddle Period, the portion of such Tax which relates to the Pre-Closing portion Period. (e) The Company shall be liable for, and shall indemnify, defend and hold G-P harmless from and against, any and all Taxes imposed on or with respect to the Contributed Subsidiaries or their respective operations, ownership, assets or activities for any Post-Closing Period. (f) Tax items shall be apportioned between Pre-Closing Periods and Post- Closing Periods based on a closing of such the Books and Records of the relevant entity or entities as of the Closing Date (provided that (i) depreciation, amortization and depletion for any Straddle Period shall be deemed apportioned on a daily pro rata basis and (ii) any Taxes imposed on a periodic basis (including Real Property Taxes, but not including Taxes based on income and receipts) for any Straddle Period shall be apportioned on a daily pro rata basis). Notwithstanding anything to be the amount of such Tax for contrary in the entire Tax period multiplied by a fractionpreceding sentence, the numerator of which is the number of days in the parties agree that for U.S. federal income Tax period ending on the Closing Date and the denominator of which is the number of days in the entire purposes, Tax period. All determinations necessary to give effect to the allocation set forth in this Section 7.5.3 items for any Straddle Period shall be made apportioned between Pre-Closing Periods and Post-Closing Periods in accordance with U.S. Treasury Regulation Section 1.1502-76(b), which regulation shall be reasonably interpreted by the parties in a manner consistent intended to achieve the method of apportionment described in the preceding sentence. Neither G-P nor CSK will exercise any option or election (including any election to ratably allocate a Tax year's items under Treasury Regulation Section 1.1502-76(b) (2) (ii)) to allocate Tax items in a manner inconsistent with the prior practice of the Companythis section. 7.5.4 The Seller shall pay the Purchaser with regard to its Section 7.5 indemnities within ten (10) days of receiving notice from the Purchaser.