Common use of Pre-Closing Tax Periods Clause in Contracts

Pre-Closing Tax Periods. Stockholder Representative shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and the Company Subsidiaries for any Pre-Closing Tax Period that are due after the Closing Date. Unless otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries. Stockholder Representative shall permit Parent to review and comment on all income and franchise Tax Returns prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by Parent that do not adversely affect the Common Holders’ liability for Taxes under this Agreement. Table of Contents (ii) Straddle Periods. Parent shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries for Taxes (“Pre-Closing Taxes”) relating to all periods that begin before the Closing Date and end after the Closing Date (the “Straddle Period”). Unless otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries. Parent shall permit the Stockholders Representative to review and comment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by the Stockholder Representative that do not adversely affect the Company’s and the Company Subsidiaries’ liability for taxes that are not the responsibility of the Common Holders. The Pre-Closing Taxes shall be calculated as follows: For purposes of this Section 10.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. Notwithstanding anything to the contrary herein, Company Expenses, any unamortized financing fees on the Credit Facility and the Option Consideration to the extent deductible under applicable Tax law shall be taken as a deductions on the Tax Returns of the Company and its Subsidiaries that are filed for the taxable period ending on the Closing Date and, in the case of any Tax Returns filed for a Straddle Period, such deductions shall be allocated to the portion of the Straddle Period ending on and including the Closing Date. For this purpose, the safe harbor of Revenue Procedure 2011-29, 2011-18 IRB 746 shall be applied in determining the deductible amount of “success-based fees.”

Pre-Closing Tax Periods. Stockholder Representative The Purchaser and Company shall prepare or cause to be prepared and shall timely file or cause to be filed all Tax Returns for the Company and each Company Subsidiary for all Pre-closing Tax Periods and Straddle Periods which are due (including with extensions) after the Company Subsidiaries to prepare and timely file all Tax Returns of Closing Date with the Company and income for the Company Subsidiaries for any Pre-Closing Tax Period that and the portion of any straddle period before the Effective Time determined by an actual closing of the Company's books. The Purchaser shall provide copies of such Tax Returns to the Seller Representative at least thirty (30) days prior to their due date for their review and approval, such approval not to be unreasonably withheld. If the Seller Representative does not notify Purchaser of any objections at least ten (10) days prior to the due date of such Tax Returns, Purchaser may file such returns. The parties shall act in good faith to resolve any objections raised by the Company Stockholders and if not resolved within five (5) days of the due date such objections raised by the Seller Representative shall be resolved by an independent accountant mutually agreeable to Purchaser and Seller Representative. If such objections are not resolved by the due after date of the Closing DateTax Return, Purchaser may file such Tax Return. Unless When such objections are resolved, the Purchaser shall file or cause to be filed an amended Tax Return as may be requested by Seller Representative reflecting the resolution of such objections. Except as otherwise required by applicable Law, such Tax Returns for each of Company and each Company Subsidiary shall be prepared in a manner consistent with the past practice of Tax Returns prepared and filed by the Company and its Subsidiaries. Stockholder Representative shall permit Parent to review and comment on all income and franchise Tax Returns prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by Parent that do not adversely affect the Common Holders’ liability for Taxes under this Agreement. Table of Contents (ii) Straddle Periods. Parent shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries for Taxes (“Pre-Closing Taxes”) relating to all periods that begin before the Closing Date and end after the Closing Date (the “Straddle Period”). Unless otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries. Parent shall permit the Stockholders Representative to review and comment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by the Stockholder Representative that do not adversely affect the Company’s and the Company Subsidiaries’ liability for taxes that are not the responsibility of the Common Holders. The Pre-Closing Taxes shall be calculated as follows: For purposes of this Section 10.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. Notwithstanding anything The Purchaser and Company shall be solely responsible for, and shall promptly pay, all Taxes of the Company with respect to the contrary herein, Company Expenses, any unamortized financing fees on the Credit Facility and the Option Consideration such periods except to the extent deductible under applicable Tax law shall be taken as such Taxes are due to a deductions on the Tax Returns breach of the Company representation and its Subsidiaries that are filed for the taxable period ending on the Closing Date and, warranty in the case of any Tax Returns filed for a Straddle Period, such deductions shall be allocated to the portion of the Straddle Period ending on and including the Closing Date. For this purpose, the safe harbor of Revenue Procedure 2011-29, 2011-18 IRB 746 shall be applied in determining the deductible amount of “success-based feesSection 3.07(h) or (i).”

Pre-Closing Tax Periods. Stockholder Representative The Stockholders shall prepare, or cause the Company and the Company Subsidiaries to prepare and timely file be prepared, at their expense, all Tax Returns of the Company and the Company Subsidiaries for which include any Pre-Closing Tax Period that and are due after subject to filing subsequent to the Closing DateEffective Time (“Final Tax Returns”). Unless otherwise required by applicable Law, such All Final Tax Returns shall be prepared in a manner consistent with the past practice and without a change of the Company and its Subsidiaries. Stockholder Representative shall permit Parent to review and comment on all income and franchise Tax Returns prior to filing and shall make such revisions to such Tax Returns any election or any accounting method, except as is reasonably requested by Parent that do not adversely affect the Common Holders’ liability for Taxes under this Agreement. Table of Contents (ii) Straddle Periods. Parent shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries for Taxes (“Pre-Closing Taxes”) relating to all periods that begin before the Closing Date and end after the Closing Date (the “Straddle Period”). Unless otherwise required by applicable Law, such law. Seller Representatives shall submit the Final Tax Returns shall be prepared in a manner consistent with to the past practice of Purchaser for its review at least forty-five (45) days before the Company and its Subsidiaries. Parent shall permit the Stockholders Representative to review and comment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by the Stockholder Representative that do not adversely affect the Company’s and the Company Subsidiaries’ liability for taxes that are not the responsibility of the Common Holders. The Pre-Closing Taxes shall be calculated as follows: For purposes of this Section 10.1, due dates thereof (except in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of where such Taxes that relates to the portion of the Straddle Period shall Final Tax Return is due less than forty-five (i45) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including after the Closing Date, in which case Seller Representatives shall submit such Final Tax Return to Purchaser for its review as soon as practicable). The Seller Representatives shall consult with the Purchaser regarding any material issue that the Purchaser may have with any matter reported on the Final Tax Returns as presented by the Stockholders and shall attempt in good faith to resolve any such issues. In the denominator of which is the number of days event that such matters, in the entire Straddle aggregate, would reasonably be expected to have an impact upon the Tax liability of the Company with respect to a Post-Closing Tax Period, or upon the Tax liability of the Purchaser, in excess of Fifty Thousand Dollars ($50,000) (with such amount to be applied separately with respect to each Final Tax Return and measured by excluding any amounts for which the Company or the Purchaser, respectively, are indemnified hereunder), and such matters are not resolved to the Purchaser’s satisfaction, the Seller Representatives shall submit such matter to the Independent Accountants for resolution in accordance with the procedures set forth in Section 2.3(g)(i)-(iv) (provided that (i) no single matter that is reasonably expected to have an impact upon the Tax liability of the Company with respect to a Post-Closing Period, or an impact upon the Tax liability of the Purchaser, of less than Five Thousand Dollars ($5,000) (with such amount to be determined by excluding any amounts for which the Company or the Purchaser, respectively, are indemnified hereunder) shall be so referred, and (ii) any such resolution shall be made at least five (5) Business Days prior to the due date of any such Final Tax Returns, taking all applicable extensions into account) and the Independent Accountant’s resolution of the matter shall be final and binding on the parties. If the Independents Accountants have not resolved such matter prior to the due date of any such Final Tax Returns, taking all applicable extensions into account, the Final Tax Returns at issue shall be filed in the case manner proposed by the Seller Representatives, provided, however, that amended Tax Returns shall be promptly filed if the Independent Accountants ultimately resolve any such matter in a manner inconsistent with the filed Tax Returns. The Purchaser shall pay fifty percent (50%) of any Taxes based upon or related fees and expenses of the Independent Accountants incurred pursuant to income or receiptsthis Section 7.1 and the remaining fifty percent (50%) of any fees and expenses of the Independent Accountants incurred pursuant to this Section 7.1 shall be paid from the Escrow Account, provided that the fifty percent (50%) of such fees and expenses payable out of the Escrow Account in accordance with the foregoing shall be deemed equal treated as if they are Current Tax Liabilities for purposes of applying the limit set forth below. To the extent that the foregoing limit has been reached, any further fees and expenses of the Independent Accountants shall be paid by the Stockholders, in accordance with each Stockholder’s Pro Rata Portion. Not later than the tenth (10th) Business Day prior to the amount required filing date for such Final Tax Returns, the Seller Representative shall cause the Stockholders to submit the Final Tax Returns to the Purchaser in a form suitable for immediate filing, together with all schedules, supplemental forms and other attachments required by applicable Law for such Final Tax Returns. Following the procedure outlined above the Company shall file all Final Tax Returns on or before their due date (including extensions). The Stockholders shall be liable for all Taxes that would may be payable if the relevant Straddle Period ended imposed on the Company or the Stockholders for any Pre-Closing DateTax Period as provided in Section 8.2(a)(v), using provided, however that once Fifty Thousand Dollars ($50,000) in the “closing aggregate of Current Tax Liabilities have been funded out of the books” method of accounting. Any credits relating to a Straddle Period Escrow Account, any additional Current Tax Liabilities shall be taken into account as though paid by the relevant Straddle Period ended on Stockholders, in accordance with each Stockholder’s Pro Rata Portion, unless the Closing Date. Notwithstanding anything Purchaser elects to the contrary herein, Company Expenses, any unamortized financing fees on the Credit Facility and the Option Consideration cause such Current Tax Liabilities to the extent deductible under applicable Tax law shall be taken as a deductions on the Tax Returns paid out of the Company and its Subsidiaries that are filed for the taxable period ending on the Closing Date and, in the case of any Tax Returns filed for a Straddle Period, such deductions shall be allocated to the portion of the Straddle Period ending on and including the Closing Date. For this purpose, the safe harbor of Revenue Procedure 2011-29, 2011-18 IRB 746 shall be applied in determining the deductible amount of “success-based feesEscrow Account.”

Pre-Closing Tax Periods. Stockholder Representative After the Closing, Buyer shall (and shall cause the Company and the Company Subsidiaries to Companies to) timely prepare and timely file all Tax Returns of the Company and the Company Subsidiaries for any Pre-Closing Tax Period that are due after the Closing Date. Unless otherwise required by applicable Law, such Tax Returns shall be prepared (in a manner consistent with the past practice of the Company Companies' prior practice) and its Subsidiaries. Stockholder Representative shall permit Parent to review and comment on all income and franchise Tax Returns prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by Parent that do not adversely affect the Common Holders’ liability for Taxes under this Agreement. Table of Contents (ii) Straddle Periods. Parent shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries for Taxes (“related to Pre-Closing Taxes”) relating to all periods that begin before the Closing Date and end after the Closing Date Tax Periods (the “Straddle Period”). Unless otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries. Parent shall permit the Stockholders Representative to review and comment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by the Stockholder Representative that do not adversely affect the Company’s and the Company Subsidiaries’ liability for taxes that are not the responsibility of the Common Holders. The "Pre-Closing Taxes shall be calculated as follows: For purposes of this Section 10.1, in Tax Returns" and each a "Pre-Closing Tax Return") for the case of any Taxes Companies that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on filed after the Closing Date. Notwithstanding anything Buyer shall provide to Seller a draft of each such Pre-Closing Tax Return at least seventy-five (75) days prior to the contrary hereindue date for filing such Pre-Closing Tax Return (including any extension). Seller shall have the right to review and to comment on, Company Expensesand to reasonably request that changes be made to, each such Pre-Closing Tax Return and to deliver to Buyer any unamortized financing fees on the Credit Facility and the Option Consideration changes to each such Pre-Closing Tax Returns no later than thirty (30) days prior to the extent deductible under applicable due date for filing such Pre-Closing Tax law Return. Seller and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Pre-Closing Tax Returns and mutually to consent to the filing of such Pre-Closing Tax Returns as promptly as possible. If Buyer and Seller cannot agree on all issues arising as a result of Seller's review of any such Pre-Closing Tax Return, then, within twenty (20) days prior to the due date for filing such Pre-Closing Tax Return, Seller and Buyer shall refer the matter to the Neutral Auditor to arbitrate the dispute in New York City, New York. Seller and Buyer shall equally share the fees and expenses of such Neutral Auditor and its determination as to any issue in dispute shall be taken as a deductions on the Tax Returns concluded within five (5) days of the Company due date for filing such Pre-Closing Tax Return and its Subsidiaries that are filed for the taxable period ending on the Closing Date and, in the case of any Tax Returns filed for a Straddle Period, such deductions determination shall be allocated to the portion of the Straddle Period ending binding on and including the Closing Date. For this purposeSeller, the safe harbor of Revenue Procedure 2011-29, 2011-18 IRB 746 Companies and Buyer and shall be applied enforceable in determining the deductible amount a court of “success-based feescompetent jurisdiction.”

Pre-Closing Tax Periods. Stockholder Representative The Acquiror shall prepare, or cause the Company and the Company Subsidiaries to prepare and timely file be prepared, all Tax Returns (including amended Returns) of the Company and for all taxable periods ending on or prior to the Company Subsidiaries for any Closing Date (each, a “Pre-Closing Tax Period Period”) that are due after have not been filed as of the Closing Date. Unless otherwise required by applicable Law, Any such Tax Returns prepared for any taxable period ending on or prior to the Closing Date shall be prepared in a manner consistent with the past practice practices of the Company and its Subsidiaries. Stockholder Representative shall permit Parent to review and comment on all income and franchise Tax Returns prior to filing and shall make such revisions to such Tax Returns (except as is reasonably requested required by Parent that do not adversely affect applicable Law) and, for the Common Holders’ liability for Taxes under this Agreement. Table avoidance of Contents (ii) Straddle Periods. Parent doubt, the Acquiror shall cause the Company to claim any available Section 41 Credit to the extent permitted by applicable Law (at a “more likely than not” or higher level of comfort). No later than thirty (30) days in the case of income Returns, and fifteen (15) days in the Company Subsidiaries case of non-income Returns prior to prepare and timely file all Tax the due date, including extensions, for any such Return, the Acquiror shall provide to the Securityholder Representative a copy of such Returns of for its review, but only to the Company and its Subsidiaries extent that the Stockholders are liable for Taxes reflected on such Return pursuant to this Agreement; provided, that if any such income Return is due less than thirty (“Pre30) days (or less than fifteen (15) days in the case of a non-Closing Taxes”income Return) relating to all periods that begin before the Closing Date and end after the Closing Date Date, then the Acquiror shall deliver a draft of such Return as soon as practicable after the Closing Date. The Securityholder Representative shall have the right to review and provide reasonable comments on such Returns during the twenty (20) days (or ten (10) days in the “Straddle Period”). Unless otherwise case of non-income tax Returns) following the receipt of such Returns (or a shorter period taking into account the due date for filing such Returns) and the Acquiror shall incorporate therein such changes, if any, as the Acquiror reasonably determines are required by applicable Law. The Acquiror shall file or cause to be filed such Returns on or before the due date for filing (or as soon as reasonably practicable thereafter in the case of such Returns that are past due for filing) and, such Tax Returns shall be prepared in a manner consistent with the past practice of the Company and its Subsidiaries. Parent shall permit the Stockholders Representative to review and comment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement not later than two (2) Business Days prior to the due date for filing and shall make such revisions to such Tax Returns as is reasonably requested by Returns, the Stockholder Representative that do not adversely affect the Company’s Acquiror and the Company Subsidiaries’ liability for taxes that are not Securityholder Representative shall deliver joint written instructions to the responsibility of the Common Holders. The Escrow Agent to release an amount equal to any Pre-Closing Taxes shall shown as due and payable with respect to such Returns for which the Acquiror would be calculated as follows: For purposes of this Section 10.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates entitled to the portion of the Straddle Period shall (iindemnification pursuant to ‎Section 8.2(e) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Taxes based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting. Any credits relating to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. Notwithstanding anything to the contrary herein, Company Expenses, any unamortized financing fees on the Credit Facility and the Option Consideration to the extent deductible under applicable Tax law shall be taken as a deductions on the Tax Returns of the Company and its Subsidiaries that are filed for the taxable period ending on the Closing Date and, in the case of any Tax Returns filed for a Straddle Period, such deductions shall be allocated to the portion of the Straddle Period ending on and including the Closing Date. For this purpose, the safe harbor of Revenue Procedure 2011-29, 2011-18 IRB 746 shall be applied in determining the deductible amount of “success-based feesIndemnity Escrow Fund.”

Pre-Closing Tax Periods. Stockholder Representative Sellers shall cause the Company prepare at their cost and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and the Company Subsidiaries Subsidiary Companies for any Pre-Closing Tax Period Periods that are due after required to be filed on or before the Closing Date. Unless otherwise required by applicable Law, such Tax Returns shall be prepared Date in a manner consistent with the past practice of manner in which the Company and its SubsidiariesSubsidiary Companies historically prepared their Tax Returns. Stockholder Representative Sellers shall permit Parent to review and comment on all income and franchise Tax Returns prior to filing also prepare at their cost and shall make such revisions be entitled to such Tax Returns as is reasonably requested by Parent that do not adversely affect control the Common Holders’ liability for Taxes under this Agreement. Table preparation and filing of Contents (ii) Straddle Periods. Parent shall cause the Company and the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and its Subsidiaries the Subsidiary Companies for Taxes (“Pre-Closing Taxes”Tax Periods (other than Straddle Periods) relating that are required to all periods that begin before the Closing Date and end be filed after the Closing Date (including the “Straddle Period”Company’s income Tax Returns for its taxable year ending under Code Section 708 on the Closing Date). Unless otherwise required by applicable Law; provided, that such Tax Returns shall be (i) prepared in a manner that is consistent with the past practice practices of the Company and its Subsidiaries. Parent shall permit the Stockholders Representative to review Subsidiary Companies and comment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by the Stockholder Representative that do not adversely affect the Company’s and the Company Subsidiaries’ liability for taxes that are not the responsibility of the Common Holders. The Pre-Closing Taxes shall be calculated as follows: For purposes of this Section 10.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Periodapplicable Law, and (ii) in furnished to Purchaser (with the case associated Tax Return work papers) for Purchaser’s review and comment not less than thirty (30) days prior to filing, provided that Sellers’ determination as to the treatment of any Taxes based upon or related item on any such Pre-Closing Tax Return shall be final. The Company and Subsidiary Companies shall pay, and Purchaser shall cause the Company and the Subsidiary Companies, as applicable, to income or receipts, be deemed pay an amount equal to the amount that would be Taxes payable if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting. Any credits relating with respect to a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. Notwithstanding anything to the contrary herein, Company Expenses, any unamortized financing fees on the Credit Facility and the Option Consideration to the extent deductible under applicable Tax law shall be taken as a deductions on the all Tax Returns of the Company and its Subsidiaries or the Subsidiary Companies for Pre-Closing Tax Periods that are first required to be filed for the taxable period ending on the Closing Date and, in the case of any Tax Returns filed for a Straddle Period, such deductions shall be allocated to the portion of the Straddle Period ending on and including after the Closing Date. For this purpose; provided, that Purchaser, the safe harbor of Revenue Procedure 2011-29Company and the Company’s Subsidiaries, 2011-18 IRB 746 as applicable, shall be applied entitled to reimbursement by Sellers of all such Taxes to be paid pursuant to this Section 6.1(b) to the extent set forth in determining Section 6.1(a) prior to the deductible amount of “success-based feesCompany or its Subsidiaries paying such Taxes.”