Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. With respect to any Taxes that are reported on a Tax Return covering a period commencing before the Closing and ending thereafter (a “Straddle Period”), (i) in the case of any real or personal property taxes (or other similar Taxes) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, and any such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) in the case of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period ended on the Closing Date and, in the case of each Subsidiary, shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period (the Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Straddle Period Taxes. With respect to any Taxes that are reported on a Tax Return covering a period commencing before the Closing and ending thereafter (a “Straddle Period”), (i) in the case For purposes of any real or personal property taxes (or other similar Taxesthis Agreement, pursuant to Sections 2(a)(ii)(B) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”and 2(c), any such federal Income Taxes not attributable to the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, for SNH and any such Taxes attributable Acquired Company will not be reported in any Straddle Period or allocated pursuant to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and this Section 2(d). (ii) in the case For purposes of any this Agreement, Taxes of an Acquired Company (other than Property federal Income Taxes, such Taxes shall be computed as if such ) for any Straddle Period ended on the Closing Date and, in the case of each Subsidiary, shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, Acquired Company shall be allocated between the period ending Pre-Closing Straddle Period and Post-Closing Straddle Period in the following manner: (A) state and local Income Taxes shall be allocated between the Pre-Closing Straddle Period and Post-Closing Straddle Period based on the actual liability for Income Taxes of the Acquired Company after closing the books of the Acquired Company at the close of business on the Closing Date in a manner consistent with the reporting of federal taxable income pursuant to Sections 2(a)(ii)(B) and 2(c), and further taking into account SNH's status as a "real estate investment trust" under the Code and the period provisions of Section 856(i) of the Code, and other federal or state and local provisions concerning the Tax status of any SNH Party; and (B) Other Taxes shall be allocated between the Pre-Closing Straddle Period and Post-Closing Straddle Period on the basis of the actual transactions, events or activities (including, if applicable, days elapsed) that give rise to or create liability for such Other Taxes, and based on the periods with respect to which any Other Taxes that are imposed for the privilege of doing business may relate. (iii) SNH shall pay to CLJ, within fourteen (14) days after receipt of an executed Straddle Period Tax Return that has been prepared and filed by or on behalf of CLJ pursuant to Section 2(a)(i), the excess of (A) any amount allocated to any Acquired Company for its Post-Closing Straddle Period (based on the amount of Tax shown on such Tax Return, allocated as provided in Section 2(d)(ii)) plus any amount allocated to all SNH Parties that are not Acquired Companies on such Tax Return over (B) the amount of any estimated taxes previously paid by or on behalf of any SNH Party after the Closing Date in proportion to the number relevant Taxing Authority with respect to such Tax with respect to the applicable Taxable Period. CLJ shall pay to SNH, within fourteen (14) days after receipt of days in each period (the Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”). The party required by law to pay any such an executed Straddle Period Tax Return that has been prepared and filed by or on behalf of SNH pursuant to Section 2(a)(ii), the excess of (A) any amount allocated to any Acquired Company for the “Paying Party”Pre-Closing Straddle Period (based on the amount of Tax shown on such Tax Return, allocated as provided in Section 2(d)(ii)) shall file the plus any amount allocated to all CLJ Parties on such Tax Return related over (B) the amount of any estimated Taxes previously paid by or on behalf of any Pre-Closing Member or Pre-Closing Affiliate to the relevant Taxing Authority with respect to such Straddle Period Tax within with respect to the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxesapplicable Taxable Period.

Straddle Period Taxes. With All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to any Taxes that are reported on the Transferred Assets or the Product Business for a Tax Return covering a taxable period commencing before which includes (but does not end on) the Closing and ending thereafter Date (a “Straddle Period”), (i) in the case of any real or personal property taxes (or other similar Taxes) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prorated apportioned between Purchaser Seller and Seller on a per diem basis, and any such Buyer. Taxes attributable to the Subsidiaries Pre-Closing Period and Post-Closing Period shall be included in determined by assuming that the Final Subsidiary Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Balance Sheet Date and the other which began on the date immediately following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two (2) taxable years or periods on a per diem basis and (ii) in “closing of the case books basis” by assuming that the books of any Taxes other than Property Taxes, the Person subject to such Taxes shall be computed as if such Straddle Period ended Tax were closed at the close of the day on the Closing Date andDate, in the case of each Subsidiaryprovided, shall be included in the Final Subsidiary Closing Balance Sheethowever, provided that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on a periodic basis (including depreciation such as real property Taxes and amortization deductions), other than with respect to property placed in service ad valorem Taxes) shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be allocated between paid by the period ending on the Closing Date and the period after the Closing Date in proportion party owing it to the number other within ten (10) days after delivery of days in each period (such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Taxes described in clauses (i) and (ii) above Transferred Assets or the Product Business, part or all of which are referred attributable to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law Post-Closing Period, and shall timely promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such Straddle Period Taxbxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Buyer payment for the attributable amount of such bxxx that is attributable to the Pre-Closing Period. To In the extent any such event that either Seller or Buyer shall thereafter make a payment exceeds the obligation of the Paying Party hereunderfor which it is entitled to reimbursement under this Section 2.4(d), the Paying Party shall provide the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the “Non-Paying Party”presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) with notice of payment, and not made within 10 ten (10) days of receipt delivery of such notice the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of payment, Section 6621(a)(2) of the Non-Paying Party shall reimburse the Paying Party Code for the Non-Paying Party’s share of such Straddle Period Taxeseach day until paid.

Straddle Period Taxes. With respect to any Taxes that are reported on a Tax Return covering a period commencing before the Closing and ending thereafter (a “Straddle Period”), For purposes of this Agreement: (i) in the case of any real or property Taxes, personal property taxes (or other Taxes and similar Taxes) attributable ad valorem Taxes that are imposed on a periodic basis and that are levied with respect to the Purchased Assets or property for any Straddle Period, each of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries Sellers and the Purchaser shall be prorated between Purchaser allocated and Seller on a per diem basis, and any timely pay its Pro Rata Portion of such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and Taxes; (ii) in the case of any Taxes other than Property income Taxes, such franchise Taxes, and Taxes based on receipts, sales or payments and other similar Taxes that are imposed on any Salient-Owned Subsidiary, the portion of the Straddle Period ending on the Closing shall be computed as if such the relevant Straddle Period of any Salient-Owned Subsidiary ended on and included the Closing Date and(and for such purpose, in the case Tax period of each Subsidiaryany partnership, other pass-through entity shall be included in the Final Subsidiary Closing Balance Sheetdeemed to terminate at such time), provided that exemptionsall permitted allowances, allowances or credits, exemptions and deductions that are calculated normally computed on the basis of an annual basis entire year period (including such as depreciation and amortization deductions), other than with respect to property placed in service after the Closing, ) shall accrue on a daily basis and shall be allocated between the period ending on pre-Closing portion of the Closing Date Straddle Period and the period after post-Closing portion of the Closing Date Straddle Period in proportion to the number of days in each period such period; and (iii) if any Taxes subject to this Section 5.4(d) are paid by the Purchaser, on the one hand, or the Sellers, on the other hand, then the proportionate amount of such Taxes for which the non-paying party is responsible under the terms of this Agreement shall be promptly reimbursed to the paying party by the non-paying party after the payment of such Taxes. Any refunds, credits or similar benefits of such Taxes for such taxable periods shall be allocated between the Purchaser and the Sellers in the same manner that the Taxes described in clauses (i) to which the refunds, credits or similar benefits relate are allocated, and (ii) above are referred the Sellers shall promptly pay to herein the Purchaser, or the Purchaser shall promptly pay to the Sellers, as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereundercase may be, the Paying Party shall provide portion of such refund, credit or similar benefit received or realized that is allocable to the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxeshereunder.

Straddle Period Taxes. With respect to any Taxes that are reported on a Tax Return covering a period commencing before the Closing and ending thereafter (a “Straddle Period”), (i) in In the case of any real or personal property taxes (or other similar Taxes) attributable to Straddle Period, the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, and any such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) in the case amount of any Taxes other than Property Taxes, such Taxes shall of the Company Entities based upon or measured by net income or gain which relate to the Pre-Locked Box Tax Period will be computed determined based on an interim closing of the books as if such Straddle Period ended of the close of business on the Closing Locked Box Date and(and for such purpose, the taxable period of any “controlled foreign corporation” (within the meaning of Section 957 of the Code), “passive foreign investment company” (within the meaning of Section 1297 of the Code), or partnership or other pass-through entity in which the case Company or any of each Subsidiary, shall its Subsidiaries holds a beneficial interest will be included in the Final Subsidiary Closing Balance Sheet, deemed to terminate at such time); provided that exemptions, allowances or deductions that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions), other than with respect to property placed in service after the Closing, ) shall be allocated between the period portion of the Straddle Period ending on the Closing Date Locked Box Date, on the one hand, and the period portion of the Straddle Period beginning after the Closing Date Locked Box Date, on the other hand, in proportion to the number of days in each period (the Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (included in the “Paying Party”) shall file portion ending on the Tax Return related to Locked Box Date and the number of days in such Straddle Period included in the portion beginning after the Locked Box Date. The amount of Taxes of the Company Entities other than Taxes based upon or measured by net income or gain for a Straddle Period which relate to the Pre-Locked Box Tax within Period will be deemed to be the time amount of such Tax for the entire taxable period prescribed multiplied by law a fraction, the numerator of which is the number of days in the portion of the taxable period ending on the Locked Box Date and shall timely pay the denominator of which is the number of days in such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period TaxesPeriod.

Straddle Period Taxes. With respect Sellers shall, at their own expense, prepare and timely file 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 Taxes taxable period that are reported on a Tax Return covering a period commencing begins before the Applicable Cut-Off Time and ends after the Applicable Cut-Off Time and (ii) on the owner of all other Purchased Assets for any taxable period that begins before the Applicable Closing Date and ending thereafter ends after the Applicable Closing Date (each such taxable period, a “Straddle Period”), (i) in the case of any real or personal property taxes (or other similar Taxes) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, and any such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) in the case of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period ended on the Closing Date and, in the case of each Subsidiary, shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each period (the Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”), whether imposed or assessed before or after the Applicable Cut-Off Time or the Applicable Closing Date, as appropriate. The party required by law to pay any Buyers shall be liable for and shall indemnify Sellers, 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 “Paying Party”) shall file entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax Return related to period ending after the Applicable Cut-Off Time for the Transferred Loans and after the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Sellers 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 within for the time entire Tax period prescribed multiplied by law a fraction the numerator of which is the number of days in the Tax period ending before the Applicable Cut-Off Time for the Transferred Loans and shall timely pay such ending on or before the Applicable Closing Date for all other 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 Taxshall be taken into account as though the relevant Straddle Period ended at the Applicable Cut-Off Time or on the Applicable Closing Date, as appropriate. To Any material Tax Return for a Straddle Period shall be submitted to Buyers by Sellers at least ten (10) Business Days prior to the extent due date of such Tax Return (taking valid extensions into account). Buyers will pay to Sellers, within two (2) Business Days after the filing of any such payment exceeds Tax Return by Sellers, an amount equal to the obligation portion of the Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period TaxesTaxes reflected on such Tax Return for which Buyers are liable under this Section 6.11. For the avoidance of doubt, Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to real property securing any Transferred Loan.

Straddle Period Taxes. With respect to any Taxes that are reported on a Tax Return covering a period commencing before the Closing and ending thereafter (a “Straddle Period”), (i) in the case For purposes of any real or personal property taxes this Agreement, pursuant to Sections 2(a)(ii) (or other similar TaxesA) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”and 2(c), federal Income Taxes for Crestline, the Crestline Group, any such Taxes Crestline Member will not attributable be reported in any Straddle Period or allocated pursuant to the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, and any such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and this Section 2(d). (ii) in the case For purposes of any this Agreement, Taxes (other than Property federal Income Taxes, such Taxes shall be computed as if such ) for any Straddle Period ended on the Closing Date and, in the case of each Subsidiary, shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the period ending Pre-Closing Straddle Periods and Post-Closing Straddle Periods in the following manner: (A) state and local Income Taxes shall be allocated pro-rata between Pre-Closing Straddle Periods and Post-Closing Straddle Periods based on a fraction, the Closing Date and the period after the Closing Date in proportion to numerator of which shall be the number of days in each period (the Taxes described in clauses (i) and (ii) above are referred to herein as “Pre-Closing Straddle Period Taxes”). The party required by law to pay any such or the Post-Closing Straddle Period, as the case may be, and the denominator of which shall be the total number of days in the Straddle Period Tax (provided, however, that at the “Paying Party”) written request of either Host Marriott or Crestline, state and local Income Taxes shall file be allocated on the Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation basis of the Paying Party hereunderactual taxable income for each such period, determined by closing the Paying Party books of the Pre-Distribution Group and any Pre-Distribution Affiliate at the close of business on the Closing Date, provided further that an allocation on the basis of actual taxable income shall provide occur only if (a) such an allocation would result in a reduction of the requesting party's liability (including the liability of any Affiliates) for state and local Income Taxes of at least 10% from the allocation that would result under the pro rata allocation method described above, (b) the requesting party is responsible for preparing the allocation based on actual taxable income, (c) such allocation shall be consented to by the other party (the “Non-Paying Party”) with notice of paymentwhich consent shall not be unreasonably withheld), and (d) the requesting party shall pay all direct and indirect costs associated with such revised allocation); and (B) Other Taxes shall be allocated between Pre-Closing Straddle Periods and Post-Closing Straddle Periods on the basis of the actual transactions, events or activities that give rise to or create liability for such Other Taxes. (iii) Crestline shall pay to Host Marriott, within 10 fourteen (14) days of after receipt of such notice an executed Straddle Period Tax Return that has been prepared and filed by or on behalf of paymentHost Marriott pursuant to Section 2(a)(i), the Non-Paying Party shall reimburse the Paying Party excess of any amount allocated to Crestline or any Crestline Affiliate for the NonPost-Paying Party’s share of such Closing Straddle Period Taxes(based on the amount of Tax shown on such Tax Return, allocated as provided in Section 2(d)(ii)) over the amount of any estimated Taxes previously paid by or on behalf of any Pre-Distribution Member or Pre-Distribution Affiliate to the relevant Taxing Authority with respect to such Tax with respect to the applicable Taxable Period; Host Marriott shall pay to Crestline, within fourteen (14) days after receipt of an executed Straddle Period Tax Return that has been prepared and filed by or on behalf of Crestline pursuant to Section 2(a)(ii), the excess of any amount allocated to Host Marriott or any Host Marriott Affiliate for the Pre-Closing Straddle Period (based on the amount of Tax shown on such Tax Return, allocated as provided in Section 2(d)(ii)) over the amount of any estimated Taxes previously paid by or on behalf of any Pre-Distribution Member or Pre-Distribution Affiliate to the relevant Taxing Authority with respect to such Tax with respect to the applicable Taxable Period.

Straddle Period Taxes. With respect (a) Taxes relating to any a Straddle Period shall be allocated to the Pre-Closing Date Tax Period or Post-Closing Date Tax Period for purposes of determining the portion of such Taxes that are reported Pre-Closing Date Taxes as follows: Taxes allocable to the portion of the Straddle Period that ends on a Tax Return covering a period commencing before the Closing and ending thereafter (a “Straddle Period”), Date shall: (i) in the case of any real Taxes that are based upon or personal property taxes (related to income or other similar Taxes) attributable receipts, or imposed on a transactional basis, be deemed equal to the Purchased Assets amount of Tax that would be payable if the Tax year or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to period ended on the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, and any such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis Date; and (ii) in the case of any Taxes other than Property Taxes, determined by allocating such Taxes shall be computed as if such Straddle between the Pre-Closing Tax Period ended and Post-Closing Tax Period on a per diem basis. For purposes of clause (i) of the Closing Date andpreceding sentence, in the case of each Subsidiaryany exemption, shall be included in the Final Subsidiary Closing Balance Sheetdeduction, provided credit or other item that exemptions, allowances or deductions that are is calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated pro rata per day between the period ending on the Closing Date and the period beginning after the Closing Date in proportion Date. The parties hereto will, to the number extent permitted by applicable Law, elect with the relevant Tax authority to treat a portion of days any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. (b) Following the Closing, the Sellers and the Purchasers will cooperate with each other, as and to the extent reasonably requested by the other, in each period the preparation of any Tax returns and in the conduct of any audit or other proceeding related to Taxes involving or relating to the Acquired Entities (which cooperation will include the Taxes described in clauses 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 and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder). The Purchasers and the Sellers agree (i) to retain all books and records with respect to Tax matters pertinent to the Acquired Entities relating to any Pre-Closing Date Tax Period, and to abide by all record retention agreements entered into with any Tax authority, and (ii) above are referred to herein give the other parties reasonable written notice prior to destroying or discarding any such books and records and, if any other party so requests, the applicable Purchasers or Seller, as “Straddle Period Taxes”)the case may be, shall allow such other party to take possession of such books and records. The party required by law Purchasers will promptly provide the Sellers with written notification in the manner set forth in (and subject to pay the terms of) Section 8.3(a) (an “Audit Notice”) of any notice of any Tax audits or other assessments against any of the Acquired Entities involving any Pre-Closing Tax Periods. (c) The Sellers shall control and participate in all proceedings taken in connection with the conduct of any audit or other administrative or judicial proceeding related to Pre-Closing Taxes for which the Sellers are obligated to provide indemnification under this agreement (other than Taxes relating to a Straddle Period), and the Sellers will reasonably consult with the Purchasers prior to any settlement thereof and will not enter into any such Straddle Period Tax settlement without the Purchasers’ prior written approval (not to be unreasonably withheld, conditioned or delayed) if such settlement could result in an increase in any Taxes for which the “Paying Party”Purchasers are not entitled to indemnification under this Agreement. (d) shall file The Sellers and the Tax Return Purchasers will jointly control and participate in all proceedings taken in connection with the conduct of any audit or other proceeding related to such Taxes of any of the Acquired Entities for any Straddle Period Tax within Period. Neither the time period prescribed Sellers nor the Purchasers will settle any assessment or claim made by law and shall timely pay such Straddle Period Tax. To the extent any Governmental Authority in any such payment exceeds audit or other proceeding without the obligation prior written consent of the Paying Party hereunderother (which consent will not be unreasonably withheld, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxesconditioned or delayed).

Straddle Period Taxes. With In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that are reported is attributable to the portion of the period ending on a Tax Return covering a period commencing the day immediately before the Closing and ending thereafter (a “Straddle Period”), Date will be: (i) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal property taxes (personal, tangible, or other similar Taxesintangible) attributable but subject to Section 7.8(b)(iii) below, deemed equal to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall amount that would be prorated between Purchaser and Seller payable as computed on a per diem basis, and any such Taxes attributable to “closing of the Subsidiaries shall be included in books” basis if the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) in the case of any Taxes other than Property Taxes, such Taxes shall be computed as if such relevant Straddle Period of the Company (and each partnership in which the Company is a partner) ended on the day immediately before the Closing Date andDate; provided, in the case of each Subsidiary, shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall ) will be allocated between the period portion of the Straddle Period ending on the day immediately before the Closing Date and the period after the Closing Date remainder of such Straddle Period in proportion to the number of days in each period (the Taxes described in clauses (i) and period; (ii) above in the case of Taxes that are referred imposed on a periodic basis with respect to herein as “the assets or capital of the Company, deemed to be the amount of such Taxes for the entire Straddle Period Taxes”(or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period). The party required , multiplied by law to pay any such a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the day immediately before the Closing Date, and the denominator of which is the total number of days in the entire Straddle Period; and (iii) for purposes of all income or similar Tax (Returns of or pertaining to the “Paying Party”) Company and its activities, any deductions available to the Company or any of its Subsidiaries for costs, expenses, or payments borne by or attributable to the Securityholders under this Agreement, including without limitation all Adjustment Items and Third Party Transaction Expense, shall file be treated as pertaining to the period before the Closing and be reported and reportable on a Pre-Closing Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunderCompany, to the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxesgreatest extent permitted under applicable Tax Law.

Straddle Period Taxes. With The Parties agree that taxable periods of the Company Group shall be treated as ending as of the close of the Closing Date to the extent permitted by applicable Law. The Parties acknowledge that for federal income Tax purposes, the taxable year of the Company Group shall close at the end of the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1), and thereafter the Company Group shall be a member of the federal income tax consolidated group (within the meaning if Treasury Regulations Section 1.1502-1(h)) of which the Purchaser is a member. For purposes of preparing the federal income Tax Returns of the Company Group for its taxable year ending on the Closing Date and the first taxable year ending thereafter, the Parties agree that no ratable allocations shall be made pursuant to Treasury Regulations Section 1.1502-76(b)(2), unless consented to by both the Seller and the Purchaser. In the case of Taxes that are payable with respect to any Straddle Period, the portion of any such Taxes that are reported is attributable to the portion of the Straddle Period ending on a Tax Return covering a period commencing before the Closing and ending thereafter Date shall be: (a “Straddle Period”), (ia) in the case of any real Taxes that are either (i) based upon or personal property taxes (related to income or other similar Taxes) attributable to the Purchased Assets receipts, or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, and any such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) or other specifically identifiable payment or event, deemed equal to the case amount that would be payable if the Tax period of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period the Seller ended on with (and included) the Closing Date and, in the case of each Subsidiary, shall be included in the Final Subsidiary Closing Balance Sheet, Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, 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 period; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Seller and other Taxes not reasonably allocable to specific income, receipts, transfers or other payments or events described in clauses (i) and (ii) above are referred Section 9.3(a)(i), deemed to herein as “be the amount of such Taxes for the entire Straddle Period Taxes”(or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period). The party required , multiplied by law to pay any such Straddle Period Tax (a fraction the “Paying Party”) shall file numerator of which is the Tax Return related to such Straddle Period Tax within number of calendar days in the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation portion of the Paying Party hereunder, period ending on and including the Paying Party shall provide Closing Date and the other party (denominator of which is the “Non-Paying Party”) with notice number of payment, and within 10 calendar days of receipt of such notice of payment, in the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxesentire period.

Straddle Period Taxes. With respect (a) Except to the extent taken into account in determining the final Purchase Price pursuant to Sections 1.3 and 1.4, Xxxxxx shall be responsible for and pay any Taxes that are reported of the Company allocable to (i) any Tax period ending on or prior to the Closing Date, and (ii) the portion of any Straddle Period ending on the Closing Date. For purposes of this Agreement, the Taxes allocable to the portion of a Straddle Period ending on the Closing Date shall (x) in the case of property, ad valorem and other Taxes imposed on a periodic basis, be deemed to be the amount of such Tax Return covering for the entire Straddle Period multiplied by a period commencing before fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and ending thereafter (a “the denominator of which is the number of days in the entire Straddle Period”), and (iy) in the case of any real other Tax, be deemed to be the amount of Tax that would be payable if the relevant Tax period ended at the end of the Closing Date pursuant to an interim closing-of-the-books. Any credits relating to a Straddle Period shall be taken into account as though the relevant Tax period ended at the end of the Closing Date. (b) The parties agree that the Company’s items of income, gain, loss, deduction and credit for the taxable year that includes the Closing Date will be allocated for federal and applicable state and local Income Tax purposes using the “closing of the books” method as described in Section 706(d)(1) of the Code and Treasury Regulation Section 1.706-4 (and corresponding provisions of state or personal property taxes (local Income Tax Law where applicable) as of the end of day on the Closing Date, and accordingly, taxable net income or other similar Taxes) net loss accrued on or prior to the Closing Date shall be treated as attributable to the Purchased Assets or property portion of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prorated between Purchaser and Seller on a per diem basis, and any such Taxes attributable to the Subsidiaries shall be included in the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) in the case of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period ended on the Closing Date and, in the case of each Subsidiary, shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion shall, to the number extent permitted by applicable Law, be allocated for Tax purposes solely to Xxxxxx and Xxxxxx Corp. (c) For the avoidance of days in each period (the Taxes described in clauses (i) and (ii) above are referred doubt, Holdco shall prepare, or cause to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period be prepared, all Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation Returns of the Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party Company for the Non-Paying Party’s share of such any Straddle Period TaxesPeriods.