Common use of Returns; Indemnification; Liability for Taxes Clause in Contracts

Returns; Indemnification; Liability for Taxes. (i) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its Subsidiaries for all taxable periods ending on or before the Closing Date and shall pay, and shall indemnify and hold Buyer harmless against and from (A) all Taxes of Seller and its Subsidiaries for all taxable years or periods that end on or before the Closing Date; (B) all Taxes for which Seller or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (or any similar provision of state, local or foreign law); and (C) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period") all Taxes of Seller and its Subsidiaries attributable to the Tax period prior to and including the Closing Date (the "Pre-Closing Tax Period") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a Pre-Closing Tax Period shall be (A) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (B) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis.

Returns; Indemnification; Liability for Taxes. (ia) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller Sub and its Subsidiaries subsidiaries for all taxable periods ending on or before the Closing Date ("SUB TAX RETURNS") and shall pay, and shall indemnify and hold Buyer harmless against and from (Ai) all Taxes of Seller Sub and its Subsidiaries subsidiaries for all taxable years or periods that which end on or before the Closing Date; (Bii) all Taxes for all taxable years or periods of all members subsidiaries of any affiliated group of which Seller or Sub and any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (subsidiaries is or any similar provision of state, local or foreign law)has been a member prior to the Closing Date; and (Ciii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle PeriodSTRADDLE PERIOD") all Taxes of Seller Sub and its Subsidiaries subsidiaries attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "PrePRE-Closing Tax Period") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing TaxesCLOSING PERIOD"); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax Period shall be (Ai) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem them basis. For purposes hereof, all Taxes which are the subject of this Article VIII arising from the Stock Purchase hereof, including Taxes resulting from the Election, shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of Seller.

Returns; Indemnification; Liability for Taxes. (i) Seller shall Watkxxx-Xxxxxxx xxxll prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its Subsidiaries each of the SEG Entities for all taxable periods ending on or before the Closing Date ("SEG TAX RETURNS") and shall paypay to the extent modified by Section 5.10(c) of this Agreement and, and subject to Article V, shall indemnify and hold Buyer SVG harmless against and from (Ai) all Taxes of Seller and its Subsidiaries Watkxxx-Xxxxxxx, XXG Sub or any other domestic or foreign Affiliate of such entities including all such Taxes attributable to the Included Assets or the operation of the Business for all taxable periods (or any portion thereof) which end on or before the Closing Date (except to the extent such Taxes have been shown as an Included Liability for purposes of determining the Closing Net Asset Value); (ii) all Taxes of the SEG Entities for all taxable years or periods that which end on or before the Closing DateDate (except to the extent such Taxes have been shown as an Included Liability for purposes of determining the Closing Net Asset Value); (Biii) all Taxes for all taxable years or periods of all members of any affiliated, consolidated, combined or unitary group of which Seller the SEG Entities are or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (or any similar provision of state, local or foreign law)have been a member prior to the Closing Date; and (Civ) with respect to any taxable period of the SEG Entities (other than the SEG Sub) commencing before the Closing Date and ending after the Closing Date (a "Straddle PeriodSTRADDLE PERIOD") all Taxes of Seller and its Subsidiaries the SEG Entities attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "PrePRE-Closing Tax PeriodCLOSING PERIOD") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that except to the extent that any such Taxes (i) are reflected have been shown as a an Included Liability in for purposes of determining the calculation of Closing Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (iiAsset Value), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax Period shall be (Ai) in the case of a Tax (including any property or ad valorem Tax) that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes hereof, all Taxes which are the subject of this Section 5.10 arising from the Acquisition, except as set forth in Section 5.10(f), shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of Watkxxx-Xxxxxxx.

Returns; Indemnification; Liability for Taxes. (ia) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its Subsidiaries the Company for all taxable periods ending on or before the Closing Date ("Company Tax Returns") and shall pay, and shall indemnify and hold Buyer harmless against and from (Ai) all Taxes of Seller and its Subsidiaries the Company for all taxable years or periods that which end on or before the Closing Date; (Bii) all Taxes for all taxable years or periods of all members or subsidiaries of any affiliated group of which Seller the Company is or any of its Subsidiaries may be liable has been a member prior to the Closing Date pertaining to the Company and arising under Treasury Regulation Section 1.1502‑6 (1.1502-6 or any similar provision of state, local or foreign law)state statute; and (Ciii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period") all Taxes of Seller and its Subsidiaries the Company attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Tax Period") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed iv) any transfer Taxes shall not be considered "Pre-Closing Taxes" hereunder, and payable by Seller shall have no obligation pursuant to indemnify Buyer for any such Assumed TaxesSection 2.3 of this Agreement. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax Period shall be (Ai) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. Notwithstanding the foregoing, any increase in property or other ad valorem Taxes associated with a change of control of the Company shall be considered attributable to the period following the Closing. For purposes hereof, all Taxes which are the subject of this Article 7 arising from the Acquisition hereof, including Taxes resulting from the Election, shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of Seller.

Returns; Indemnification; Liability for Taxes. (i) Seller Notwithstanding any other provision of this Agreement, Palomar shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its Subsidiaries Star for all taxable periods ending on or before the Closing Date ("STAR TAX RETURNS") and shall pay, and shall indemnify and hold Buyer Coherent harmless against and from (Ai) all Taxes of Seller and its Subsidiaries Star for all taxable years or periods that which end on or before the Closing Date; (Bii) all Taxes for all taxable years or periods of all members of any affiliated group of which Seller Star is or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (or any similar provision of state, local or foreign law)has been a member prior to the Closing Date; and (Ciii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle PeriodSTRADDLE PERIOD") all Taxes of Seller and its Subsidiaries Star attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "PrePRE-Closing Tax Period") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing TaxesCLOSING PERIOD"); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax Period shall be (Ai) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Pre- Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes hereof, all Taxes which are the subject of this Section 5.19 arising from the Merger, including Taxes resulting from the Election, shall be deemed to be Taxes attributable to the period ending on the Closing Date and shall be the responsibility of Palomar.

Returns; Indemnification; Liability for Taxes. (ia) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its Subsidiaries SYC for all taxable periods ending on or before the Closing Date and shall pay, and shall indemnify and hold Buyer harmless against and from (A) all Taxes of Seller Seller, SYC and its Subsidiaries their respective Subsidiaries; (B) all Taxes relating to the Transferred Assets and the operation of the Business for all taxable years or periods that end on or before the Closing Date; (BC) all Taxes for which Seller or any of its Subsidiaries SYC may be liable under Treasury Regulation Section 1.1502‑6 1.1502-6 (or any similar provision of state, local or foreign law); and (CD) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "“Straddle Period"”) all Taxes relating to the Transferred Assets and the operation of Seller and its Subsidiaries the Business attributable to the Tax period prior to and including the Closing Date (the "“Pre-Closing Tax Period"”) (the Taxes referred to in items (A), (B), (C) and (CD) of this sentence are referred to herein as "“Pre-Closing Taxes"”); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a Pre-Closing Tax Period shall be (A) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (B) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis.

Returns; Indemnification; Liability for Taxes. (ia) Seller The Shareholders' Agent shall cause Target to prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its Subsidiaries Target for all taxable periods ending on or before the Closing Date ("Target Tax Returns") and shall paycause the Shareholders to pay directly all Taxes payable with respect to such Target Tax Returns, and other than Taxes attributable to the Election as described below. The Principal Shareholders shall indemnify and hold Buyer Acquiror harmless against and from (Ai) all Taxes of Seller and its Subsidiaries Target for all taxable years or periods that which end on or before the Closing DateDate (excluding Taxes attributable to the Election which shall be the responsibility of Target and Acquiror as provided in Section 10.2(b); (Bii) all Taxes for all taxable years or periods of all members or subsidiaries of any affiliated, unitary or combined group of which Seller Target is or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (or any similar provision of state, local or foreign law)has been a member prior to the Closing Date; and (Ciii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period") all Taxes of Seller and its Subsidiaries Target attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Tax Period") (the other than Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that attributable to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed TaxesElection. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax Period shall be (Ai) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis.

Returns; Indemnification; Liability for Taxes. (ia) Seller HEI and HEA shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller the Company, ChipPAC Korea, ChipPAC Shanghai and its their respective Subsidiaries (if any) for all taxable periods ending on or before the Closing Date ("Company Tax Returns" and shall paypay directly or promptly reimburse the Company, and shall indemnify and hold Buyer the Company harmless against and from from, (Ai) all Taxes of Seller the Company, ChipPAC Korea, ChipPAC Shanghai and its their respective Subsidiaries (if any) for all taxable years or periods that which end on or before the Closing Date; (Bii) all Taxes for all taxable years or periods of all other members or Subsidiaries of any affiliated, unitary or combined group of which Seller the Company, ChipPAC Korea or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (ChipPAC Shanghai is or any similar provision of state, local has been a member on or foreign law)prior to the Closing Date; and (Ciii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period") ," all Taxes of Seller the Company, ChipPAC Korea, ChipPAC Shanghai and its their respective Subsidiaries (if any) attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Tax Period") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax Period shall be (Ai) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Closing, Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis without respect to the amount of net income, gross income, sales, premiums or gross receipts (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem them basis.

Returns; Indemnification; Liability for Taxes. (ia) Seller shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its the GBO Subsidiaries for all taxable periods ending on or before the Closing Date ("Seller Tax Returns") and shall pay, and shall indemnify and hold Buyer harmless against and from (Ai) all Taxes of Seller and its the GBO Subsidiaries for all taxable years or periods that which end on or before the Closing Date; (Bii) all Taxes for all taxable years or periods of all members (other than the GBO Subsidiaries) of any affiliated group of which Seller the GBO Subsidiaries is or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (or any similar provision of state, local or foreign law)has been a member prior to the Closing Date; and (Ciii) with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period") all Taxes of Seller and its the GBO Subsidiaries attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Tax closing Period") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that to the extent that any such Taxes (i) are reflected as a Liability in the calculation of Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (ii), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax closing Period shall be (Ai) in the case of a Tax that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax closing Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax closing Period if such Pre-Closing Tax closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes hereof, all Taxes which are the subject of this Article IX arising out of the transaction contemplated by Article I hereof, including Taxes resulting from the Election, shall be deemed to be Taxes attributable to the Pre-closing Period.

Returns; Indemnification; Liability for Taxes. (i) Seller Xxxxxxx-Xxxxxxx shall prepare and file (or cause to be prepared and filed) on a timely basis all Tax Returns with respect to Seller and its Subsidiaries each of the SEG Entities for all taxable periods ending on or before the Closing Date ("SEG Tax Returns") and shall paypay to the extent modified by Section 5.10(c) of this Agreement and, and subject to Article V, shall indemnify and hold Buyer SVG harmless against and from (Ai) all Taxes of Seller and its Subsidiaries Xxxxxxx-Xxxxxxx, SEG Sub or any other domestic or foreign Affiliate of such entities including all such Taxes attributable to the Included Assets or the operation of the Business for all taxable periods (or any portion thereof) which end on or before the Closing Date (except to the extent such Taxes have been shown as an Included Liability for purposes of determining the Closing Net Asset Value); (ii) all Taxes of the SEG Entities for all taxable years or periods that which end on or before the Closing DateDate (except to the extent such Taxes have been shown as an Included Liability for purposes of determining the Closing Net Asset Value); (Biii) all Taxes for all taxable years or periods of all members of any affiliated, consolidated, combined or unitary group of which Seller the SEG Entities are or any of its Subsidiaries may be liable under Treasury Regulation Section 1.1502‑6 (or any similar provision of state, local or foreign law)have been a member prior to the Closing Date; and (Civ) with respect to any taxable period of the SEG Entities (other than the SEG Sub) commencing before the Closing Date and ending after the Closing Date (a "Straddle Period") all Taxes of Seller and its Subsidiaries the SEG Entities attributable to the Tax period portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Tax Period") (the Taxes referred to in items (A), (B), and (C) of this sentence are referred to herein as "Pre-Closing Taxes"); provided, however, that except to the extent that any such Taxes (i) are reflected have been shown as a an Included Liability in for purposes of determining the calculation of Closing Net Working Capital as reflected on the Final Net Working Capital Statement, or (ii) are described in Section 8.6(a) ((i) and (iiAsset Value), collectively, the "Assumed Taxes"), such Assumed Taxes shall not be considered "Pre-Closing Taxes" hereunder, and Seller shall have no obligation to indemnify Buyer for any such Assumed Taxes. For purposes of this Agreement, the portion of any Tax that is attributable to a the Pre-Closing Tax Period shall be (Ai) in the case of a Tax (including any property or ad valorem Tax) that is not based on net income, gross income, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Tax Period, and the denominator of which is the total number of days in such Straddle Period, and (Bii) in the case of a Tax that is based on any of net income, gross income, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Tax Period if such Pre-Closing Tax Period were a separate taxable period, except that exemptions, allowances, deductions or credits that are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis. For purposes hereof, all Taxes which are the subject of this Section 5.10 arising from the Acquisition, except as set forth in Section 5.10(f), shall be deemed to be Taxes attributable to the Pre-Closing Period and shall be the responsibility of Xxxxxxx-Xxxxxxx.