Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Date.

Straddle Period Taxes. Buyer shall Seller shall, at its own expense, prepare or cause to be prepared and timely file or cause to be filed any all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Cut-Off Time and ends after the Cut-Off Time and (ii) on the owner of all other than any Tax Return based upon or related to income or receipts with respect to the CIT Bank Purchased Assets for any taxable periods which begin period that begins before the Closing Date and end ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Cut-Off Time or the Closing Date, as appropriate. Such Tax Returns Buyers shall be prepared liable for and shall indemnify Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Cut-Off Time for the Transferred Loans and after the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Seller shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Cut-Off Time for the Transferred Loans and ending on or caused before the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be prepared taken into account as though the relevant Straddle Period ended at the Cut-Off Time or on the Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Buyer. Buyer shall submit drafts Seller at least ten (10) Business Days prior to the due date of such Tax Returns Return (taking valid extensions into account). Buyers will pay to Seller, within two (2) Business Days after the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that filing of any such Tax Returns are required to be filed with the appropriate Governmental AuthorityReturn by Seller, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Straddle Period Taxes shown reflected on a such Tax Return approved by the Sellers for which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers Buyers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed6.11. For purposes the avoidance of this Section 7.2(b)doubt, in the case of sales, use and other similar Straddle Period Taxes that are payable for a Straddle Period, the portion of such Tax that relates do not include any Taxes owed by an Obligor with respect to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Datereal property securing any Transferred Loan.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts In the case of Taxes that are payable with respect to the Purchased Assets for taxable periods which begin any Tax period beginning on or before the Closing Date and end ending after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts , the portion of any such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date Taxes that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal is attributable to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be be: 10.2.1 in the case of Taxes that are imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the relevant taxable Tax period of the company ended on with (and included included) the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and 10.2.2 in the case of Taxes that are imposed on a periodic basis with respect to the Purchased Assets, deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire period. The Buyer shall prepare or cause to be prepared all Tax Returns required by Law to be filed in connection with the Assets for any Straddle Period. Such Straddle Period Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required. Not later than thirty (30) days prior to the due date (including any extension) for filing any such Straddle Period Tax Return, the Buyer shall deliver a copy of such Straddle Period Tax Return, together with all supporting documentation and 42 Highly Confidential workpapers, to the Seller for its review and reasonable comment. The Buyer will cause such Straddle Period Tax Return (as revised to incorporate the Seller’s reasonable comments) to be timely filed and will provide a copy to the Seller. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Straddle Period Tax Return, the Seller shall pay directly to the Taxing Authority on behalf of the Buyer, the amount of any Taxes attributable to the period ending on and including the Closing Date, with respect to such Straddle Period Tax Return.

Straddle Period Taxes. Buyer Unless prohibited by applicable Law, the Tax period of Company shall prepare or cause be closed as of the end of the Closing Date. If applicable Law does not permit Company to be prepared and file or cause to be filed any close its Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before period on the Closing Date and or such Tax period does not otherwise end after on the Closing Date (each, a “Straddle Period”). Such Tax Returns , any real or personal property Taxes (or other similar ad valorem Taxes or Taxes imposed on a periodic basis) attributable to Company that are imposed on or before and ending after the Closing Date (each, a “Straddle Period Tax”) shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers proportionally allocated between Seller and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal Purchaser to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer and the portion of the Straddle Period beginning after the Closing Date, respectively, based on a “closing of the books” method; provided, that exemptions, allowances or deductions that are calculated on an annual basis shall be allocated between the Sellers are liable under this Section 7.2(bportion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date in proportion to the number of days in each such period. The Party required by Law to pay any such Straddle Period Tax (the “Paying Party”) for shall file the Tax Return related to such Taxes but in no event later than five Straddle Period Tax within the time period prescribed by Law and shall timely pay such Straddle Period Tax. If Seller does not prepare and file a required Straddle Period Tax Return that Seller is required to prepare and file prior to the date that is ten (510) Business Days before the due date of such Tax Return reflecting Return, Purchaser may prepare and file such liability is Tax Return, and Seller shall be required to be filedreimburse Purchaser for Purchaser’s reasonable costs related thereto. For purposes of this Section 7.2(b), in To the case of sales, use and other similar Taxes that are payable for a Straddle Period, the extent any portion of such Tax that relates to payment is the portion responsibility of the other party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of the amount of such taxable period ending on Straddle Period Taxes, and within ten (10) days of receipt of such notice, the Closing Date Non-Paying Party shall be deemed equal to reimburse the amount that would be payable if Paying Party for the relevant taxable period ended on and included the Closing DateNon-Paying Party’s share of such Straddle Period Taxes.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed In the case of any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and period that includes (but does not end after on) the Closing Date (a “"Straddle Period”"). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts , for the purposes of such Tax Returns to determining the Sellers liability of Seller under Section 5.3(f) for approval by Taxes of the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers Company and Buyer cannot reach agreement with each of its Subsidiaries in respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to of the portion of the Taxes shown on a Tax Return approved by the Sellers which relates Straddle Period beginning prior to the portion of such Straddle Period Closing Date and ending on the Closing Date promptly upon receiving notice from Buyer (the "Straddle Indemnification Period"), the Taxes of the Company and each of its Subsidiaries (other than Duties imposed in connection with the sale of the Shares or otherwise in connection with this Agreement with the exception of any Duties arising in connection with or as a consequence of the Company Restructuring) shall be computed as if the period ended as of the Closing Date and, for this purpose, the Taxes referable to such a period will include any Tax referable to that the Sellers are liable under this Section 7.2(b) for such Taxes but period pursuant to a Tax Law that arises in no respect of or by virtue of an act, transaction or event later than five (5) Business Days before that occurred on or prior to Closing even though the Tax Return reflecting such liability is may not become due or payable until after Closing. For any Straddle Period of Company or any of its Subsidiaries, Buyer shall (and Peabody shall cause Buyer to) timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filedfiled and shall pay all Taxes due with respect to such Tax Returns; provided, that no such Tax Return shall be filed without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of this Section 7.2(b), in the case of sales, use Buyer and other similar Taxes that are payable Seller agree to cause each Company to file all Tax Returns for a any Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending extent permissible under applicable Law, on the Closing Date shall be deemed equal to the amount basis that would be payable if the relevant taxable period ended on and included as of the Closing Date, unless the relevant Taxing Authority will not accept a Tax Return filed on that basis. If Peabody, Buyer and Seller cannot agree on a position taken in respect of a Straddle Period Tax Return within 30 days of the Buyer providing a copy of the relevant Tax Return to the Seller, or within such further time as may be agreed between them, then Buyer may refer the matter to an Expert to request that the Expert make a decision on the disagreement as soon as practicable after receiving any submission from the Buyer and Seller. The decision of Expert is to be conclusive and binding on the parties in the absence of manifest error. The Expert is appointed as an expert and not arbitrator. The procedures for determination are to be decided by the Expert in its absolute discretion. Unless the Expert makes a determination regarding costs, the Buyer and Seller each agree to pay one half of the Expert's costs and expenses in connection with the reference.

Straddle Period Taxes. Buyer i. Parent shall prepare pay, or cause to be prepared and file paid, all income, alternative or cause to be filed any Tax Returns add-on minimum tax, gross income, gross receipts, franchise, profits, or other similar tax, assessment or charge other than U.S. federal income tax or Combined State Tax ("Income Taxes") imposed on Seller or the Controlled Subsidiaries for any Straddle Tax Return based upon or related Period. Upon timely notice from Buyer, MFS shall pay to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required any payment for Income Taxes as described in this Section 15h is due to be filed with the appropriate Governmental a Taxing Authority, including extensionsan amount equal to the excess of (A) the amount of Income Taxes actually payable that relate to the Pre-Closing Tax Period (determined as if the Straddle Tax Period had ended on March 31, 1998) over (B) the amount of estimated Income Taxes paid prior to March 31, 1998 or otherwise accrued and recorded on the Closing Balance Sheet with respect to Taxing Authorities for which there is a Straddle Tax Period. In the event that the Sellers amount determined under clause (B) of the preceding sentence exceeds the amount determined under clause (A) of such sentence, Parent shall pay the amount of such excess to MFS on the date on which the applicable Return for such Straddle Tax Period is filed. To the extent there is a refund or credit by a Taxing Authority of any Income Taxes attributable to Income Taxes of a Straddle Tax Period, such refund or credit shall be for the account of the party that bears responsibility for such Income Taxes pursuant to this Section 15h. Within 15 days of receipt, each party shall cause any refund or credit to which the other party is entitled under this Section 15h, but which is received or credited to such party or any of such party's Affiliates, at any time after the Closing Date, to be paid to the other party in immediately available funds (or, if the amount of the credit or refund is applied against any other liability of the party, within 15 days of the date of notice of such application). ii. State and Buyer cannot reach agreement local real and personal property Taxes excluding any interest, additions to Tax or penalties imposed with respect thereto ("Property Taxes'), due and payable with respect to a Straddle Tax Period (taking into account whether such Property Taxes are payable in advance or in arrears), that are imposed by any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable Taxing Authority with respect to the Sellers Retained Assets, the stock of the Retained Subsidiaries or the assets and Buyer properties of the Controlled Subsidiaries shall prepare be apportioned between (i) the period beginning on the first day of the relevant Straddle Tax ReturnsPeriod and ending on March 31, 1998 (the "Pre-Closing Period"), and (ii) the period beginning on April 1, 1998 and ending on the last day of the relevant Straddle Tax Period (the "Post Closing Period"). The costs related In performing such apportionment, all Property Taxes shall be prorated on the assumption that an equal amount of Property Tax applies to having each day of the accounting firm prepare relevant Straddle Tax Period, regardless of how installment payments are billed or made. MFS shall be liable for all Property Taxes apportioned to the Pre-Closing Period. Parent shall be liable for all Property Taxes apportioned to the Post-closing Period. (1) Any supplemental Property Taxes relating to Post-Closing Tax Returns Periods which arise out of a revaluation of a property or asset of Seller or a Controlled Subsidiary which would not have occurred except for the change in ownership of such property or asset pursuant to this Agreement shall be borne equally by Parent. (2) At the Sellers and Buyer. The Sellers Closing, Parent shall pay to Buyer an MFS the amount equal of any Property Taxes for which Parent is liable under 50 Section 15h(ii); provided, however, that the amount of any such payment shall not exceed the amount of Property Taxes apportioned to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates Post-closing Period that have been paid to the portion appropriate Taxing Authorities by MFS, Seller or their respective Affiliates prior to March 31,1998. Parent shall pay, and shall indemnify MFS and its Affiliates from and against, all Property Taxes (including any interest, penalties or additions to Tax imposed by any Taxing Authority as a result of late payment) which become due and payable after March 31, 1998; provided, however, that MFS shall reimburse and indemnify Buyer for the amount of any such Straddle Period ending Property Taxes (excluding any interest, penalties or additions to Tax imposed by any Taxing Authority as a result of late payment not attributable to action or inaction of MFS) for which MFS is liable under Section 15h(ii) (except to the extent such Property Taxes were accrued and recorded on the Closing Date promptly upon receiving notice from Balance Sheet) within 15 days after Buyer that provides MFS with a copy of the Sellers are liable under this Section 7.2(b) final Property Tax bill. iii. Parent shall have full responsibility for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates xxxxl timely pay to the portion of such taxable period ending appropriate Taxing Authorities all Trust Fund Taxes reflected on the Closing Date Balance Sheet. iv. Notwithstanding any other provision of this Agreement, Parent shall be deemed equal have full responsibility for and shall timely pay to the amount that would be payable if the relevant taxable period ended appropriate Taxing Authorities all accrued and recorded Tax liabilities set forth on and included the Closing DateBalance Sheet.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts (a) All Property Taxes levied with respect to the Purchased Assets or payable by any Miraclon Entity or Transferred Subsidiary for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns Period shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts apportioned between Purchaser and Seller on a per diem basis for any Straddle Period based on the number of days of such Straddle Period included in the Pre-Closing Tax Returns Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Sellers Pre-Closing Tax Period and Purchaser shall be liable for approval the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Purchaser or Seller, as applicable, shall present a statement to the other party setting forth the amount of indemnification to which each is entitled under this Section 7.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Sellers party owing it to the other party within ten (which approval shall not be unreasonably withheld or delayed) no later than twenty (2010) days prior to the date that after delivery of such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensionsstatement. In the event that Purchaser or Seller makes any payment of Property Taxes for which it is entitled to indemnification under this Section 7.2, the Sellers and Buyer cannot reach agreement applicable party shall make such indemnification payment no later than ten (10) days after the presentation of a statement setting forth the amount of the indemnification to which the party presenting the statement is entitled along with respect such supporting evidence as is reasonably necessary to any items shown on such Tax Returns, calculate the indemnification amount. (b) The amount of all Taxes for a nationally recognized accounting firm mutually acceptable Straddle Period other than Property Taxes that relate to the Sellers and Buyer shall prepare the Pre-Closing Tax Returns. The costs related to having the accounting firm prepare the Tax Returns Period shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion determined on basis of a closing of the Taxes shown on a Tax Return approved by books as of the Sellers which relates to end of the portion of such Straddle Period ending day on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for Date. The remainder of such Taxes but in no event later than five (5) Business Days before for the Tax Return reflecting such liability is required to Straddle Period shall be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates allocated to the portion of such taxable period ending on the Post-Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing DateTax Period.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any of the Company and its Subsidiaries for Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle PeriodTax Returns”). Such Buyer shall permit the Seller to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” Buyer will provide the Seller with copies of any Straddle Tax Returns shall be prepared for the Seller’s reasonable review and comment, at least 30 days (or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayedother time as is reasonable) no later than twenty (20) days prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that such relate to the Pre-Closing Taxes. If the Seller agrees with the Straddle Tax Returns are required and Straddle Statement, the Seller shall pay to be filed with Buyer, not later than 5 Business Days before the appropriate Governmental Authority, including extensions. In due date for the event that the Sellers and Buyer cannot reach agreement payment of Taxes with respect to any items shown on such Straddle Tax ReturnsReturn, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not reflected as a liability on the Final Closing Statement. If, within 10 days after the receipt of the Taxes shown on a Straddle Tax Return approved and Straddle Statement, the Seller (a) notify Buyer that they dispute the manner of preparation of the Straddle Tax Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provide Buyer with a statement setting forth in reasonable detail their computation of the Pre-Closing Taxes and their proposed form of the Straddle Tax Return and Straddle Statement, then Buyer and the Seller shall attempt to resolve their disagreement within 5 days following the Seller’s notification of Buyer of such disagreement. If Buyer and the Seller are not able to resolve their disagreement, the dispute shall be submitted to the Firm. The Firm will resolve the disagreement within 5 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Firm shall be binding on the parties. The cost of the services of the Firm will be borne by the Sellers party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Firm. If each of the party’s calculation differs equally from the calculation as finally determined by the Firm, then such cost will be borne half by the Seller and half by Buyer. If the Pre-Closing Taxes involve a period which relates to begins before and ends after the portion Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of such Straddle Period ending the Company and its Subsidiaries terminated as of the close of business on the Closing Date promptly upon receiving notice from Buyer Date; provided however that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of salesa Tax not based on income, use and other receipts, proceeds, profits or similar items, Pre-Closing Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if of Tax for the relevant taxable period ended on and included multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing DateDate and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Straddle Period Taxes. Buyer (a) Taxes relating to a Straddle Period shall prepare be allocated to the Pre-Closing Tax Period or cause Post-Closing Tax Period for purposes of determining the portion of such Taxes that are Pre-Closing Taxes as follows: Taxes allocable to be prepared and file or cause to be filed any Tax Returns other than any Tax Return the portion of the Straddle Period that ends on the Closing Date shall: (i) in the case of Taxes that are based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (receipts, or imposed on a “Straddle Period”). Such Tax Returns shall transactional basis, be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount deemed equal to the portion amount of Tax that would be payable if the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending year or period ended on the Closing Date promptly upon receiving notice from Buyer that Date; and (ii) in the Sellers are liable under this Section 7.2(b) for case of other Taxes, determined by allocating such Taxes but in no event later than five (5) Business Days before between the Pre-Closing Tax Return reflecting such liability is required to be filedPeriod and Post- Closing Tax Period on a per diem basis. For purposes of this Section 7.2(b)clause (i) of the preceding sentence, in any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated pro rata per day between the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to and the amount that would be payable if the relevant taxable period ended on and included beginning after the Closing Date. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. and to the extent reasonably requested by the other, in the preparation of any Tax returns with respect to any Straddle Period and in the conduct of any audit or other proceeding related to Taxes with respect to any Straddle Period involving or relating to the Company (which cooperation will include the retention and, upon request, the provision to the requesting party of records and information which are reasonably relevant to the preparation of such Tax return or to the conduct of such audit or other proceeding). The Buyer will promptly provide the Seller with written notification (an “Audit Notice”) of any notice of any Tax audits or other assessments against the Company involving any Pre-Closing Tax Periods.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts (a) All Property Taxes levied with respect to the Purchased Assets or payable by any Miraclon Entity or Transferred Subsidiary for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns Period shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts apportioned between Purchaser and Seller on a per diem basis for any Straddle Period based on the number of days of such Straddle Period included in the Pre-Closing Tax Returns Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Sellers Pre-Closing Tax Period and Purchaser shall be liable for approval the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. 100 Upon receipt of any xxxx for such Property Taxes, Purchaser or Seller, as applicable, shall present a statement to the other party setting forth the amount of indemnification to which each is entitled under this Section 7.2 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Sellers party owing it to the other party within ten (which approval shall not be unreasonably withheld or delayed) no later than twenty (2010) days prior to the date that after delivery of such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensionsstatement. In the event that Purchaser or Seller makes any payment of Property Taxes for which it is entitled to indemnification under this Section 7.2, the Sellers and Buyer cannot reach agreement applicable party shall make such indemnification payment no later than ten (10) days after the presentation of a statement setting forth the amount of the indemnification to which the party presenting the statement is entitled along with respect such supporting evidence as is reasonably necessary to any items shown on such Tax Returns, calculate the indemnification amount. (b) The amount of all Taxes for a nationally recognized accounting firm mutually acceptable Straddle Period other than Property Taxes that relate to the Sellers and Buyer shall prepare the Pre-Closing Tax Returns. The costs related to having the accounting firm prepare the Tax Returns Period shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion determined on basis of a closing of the Taxes shown on a Tax Return approved by books as of the Sellers which relates to end of the portion of such Straddle Period ending day on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for Date. The remainder of such Taxes but in no event later than five (5) Business Days before for the Tax Return reflecting such liability is required to Straddle Period shall be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates allocated to the portion of such taxable period ending on the Post-Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing DateTax Period.

Straddle Period Taxes. Buyer shall prepare In the case of any real or cause to be prepared and file personal property Taxes, ad valorem Taxes, or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect similar Taxes attributable to the Purchased Assets for taxable periods which begin Taxes are reported on a Tax Return covering a period commencing before the Closing Date and end ending after the Closing Date (a “Straddle PeriodPeriod Tax”). Such Tax Returns , any such Straddle Period Taxes shall be prepared or caused prorated between Buyer and the Company on a per diem basis. The party required by Applicable Law to be prepared by Buyer. Buyer pay any such Straddle Period Tax shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare file the Tax Returns. The costs Return related to having such Straddle Period Tax within the accounting firm prepare time period prescribed by Applicable Law and shall timely pay such Straddle Period Tax, but the Tax Returns other party shall be borne equally by reimburse the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion paying party for such other party’s share of such Straddle Period ending on Taxes as provided herein. Straddle Period Taxes shall be timely paid, and all applicable filings, reports and returns shall be filed, as provided by Applicable Law. Upon payment of any such Straddle Period Taxes, the Closing Date promptly upon receiving notice from Buyer that paying party shall present a statement to the Sellers are liable non-paying party setting forth the amount of reimbursement to which the paying party is entitled under this Section 7.2(b) for 11.3, together with such Taxes supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party shall make such reimbursement promptly but in no event later than five ten (510) Business Days before days after the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion presentation of such Tax that relates to statement. Any payment not made within such time shall bear interest at the portion of such taxable period ending London Inter Bank Offer Rate for six (6) month deposits in U.S. dollars as quoted on Telerate page 3750 on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Datefor each day until paid.