Common use of Straddle Period Clause in Contracts

Straddle Period. With respect to the Purchased Assets and/or the Business relating to the Straddle Period, Buyer shall prepare and timely file any Tax Return that is due after the Closing Date (a “Straddle Period Tax Return”). Buyer shall deliver such completed, but unfiled, Straddle Period Tax Return to Sellers for their review and comment at least thirty Business Days before the due date of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments of the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Sellers shall pay, or cause to be paid, to Buyer within fifteen days after the date on which a Straddle Period Tax Return is filed an amount equal to the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything herein to the contrary, this Section 6.6(b)(ii) shall not apply to any Asset Tax and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii).

Straddle Period. With For purposes of this Agreement, liability for Taxes with respect to each of the Companies, the CAC Subsidiaries, the Nytis LLC Subsidiaries and the Acquired Assets with respect to any Straddle Period shall be apportioned as follows: property, ad valorem, excise, severance, production, sales, use, real property transfer and similar Taxes based upon operation or ownership of the Acquired Assets (“Asset Taxes”) payable with respect to any Straddle Period shall be apportioned between the Sellers and the Purchaser on a ratable daily basis, and Sellers shall pay any such Taxes for any period prior to the Effective Time; provided, however, that Taxes that are based on quantity of or the value of production of Hydrocarbons shall be apportioned between the Parties based on the number of units or value of production actually produced, as applicable, before, on or after the Effective Date. All other Taxes shall be apportioned based on an interim closing of the books of the Companies, the CAC Subsidiaries and the Nytis LLC Subsidiaries as of the Effective Time, provided that exemptions, allowances for deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending prior to Effective Time and the period beginning on and after the Effective Time in proportion to the number of days in each period. Notwithstanding the foregoing, (i) any West Virginia Asset Taxes due with respect to the Purchased Acquired Assets and/or for which the Business assessed valuation is based, in whole or in part, on the value of production in prior years, shall be apportioned between Purchaser and Sellers based on the period of ownership of the applicable Acquired Assets during the “assessment year” as defined in West Virginia Code §11-3-1(f)(2), and (ii) the West Virginia Public Utility property taxes for the Cranberry Pipeline Corporation shall be apportioned between Purchaser and Sellers based on the calendar year as defined in West Virginia Code §11-6-1(e). If Closing occurs, Purchaser, Sellers, the Companies and the CAC Subsidiaries shall each timely provide the others with all information and cooperation reasonably requested by the others to prepare any Tax Return relating to the Straddle PeriodCompanies, Buyer shall prepare and timely file any Tax Return that is due after the Closing Date (a “Straddle Period Tax Return”). Buyer shall deliver such completedCAC Subsidiaries, but unfiledthe Nytis LLC Subsidiaries, Straddle Period Tax Return to Sellers for their review and comment at least thirty Business Days before the due date of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments of Acquired Assets or the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Sellers shall pay, or cause to be paid, to Buyer within fifteen days after the date on which a Straddle Period Tax Return is filed an amount equal to the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything herein to the contrary, this Section 6.6(b)(ii) shall not apply to any Asset Tax and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii)Contemplated Transactions.

Straddle Period. With respect to the Purchased Assets and/or the Business relating to the Straddle Period, Buyer Purchaser shall prepare and timely file or cause to be prepared and filed when due any Tax Return that is due after the Closing Date (a “Straddle Period Tax Return”). Buyer shall deliver such completed, but unfiled, Straddle Period Tax Return to Sellers for their review and comment at least thirty Business Days before the due date of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments Returns of the Sellers on such Company for Straddle Period Tax Return. Unless Periods in a manner consistent with the Company’s past practice, except as otherwise required by applicable Law, Straddle Period and in accordance with the provisions of this Agreement. Purchaser shall permit the Sellers’ Representative to review and comment on each Tax Returns Return described in the preceding sentence at least thirty (30) days prior to filing, and each such Tax Return shall be prepared on subject to approval by the Sellers’ Representative (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing. For all purposes of this Agreement relating to the apportionment of Taxes with respect to a basis consistent with past practices Straddle Period, the portion of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable which relates to the portion of such taxable period includible in the Pre-Closing Tax Period (the “Pre-Closing Straddle Period ending Taxes”) shall: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days of the Straddle Period included in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date as determined pursuant to Section 6.6(a)Date. Sellers shall payThe Purchaser, the Sellers’ Representative, each Seller and each of their Affiliates (including the Company) agree that notwithstanding the foregoing or cause to be paid, to Buyer within fifteen days after the date on which a Straddle Period Tax Return is filed an amount equal to the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything else herein to the contrary, this (a) the Company shall make a “push-out election” under Section 6.6(b)(ii6226 of the Code (or analogous state or local income Tax law) for any Pre-Closing Tax Period, and each of the Sellers (or its direct or indirect owners) and each of their Affiliates shall reasonably cooperate with respect thereto, and (b) the Company shall, for the taxable period that includes the Closing Date, make an election under Section 754 of the Code if does not apply to any Asset Tax already have in effect a valid election under Section 754 of the Code and, in each case, each of the Sellers (or its direct or indirect owners) and the filing each of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii)their Affiliates shall reasonably cooperate with respect thereto.

Straddle Period. With respect to In the Purchased Assets and/or the Business relating to the case of a Straddle Period, the amount of any Taxes based on or measured by income or receipts of the Company for the Pre-Closing Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax Period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company for a Straddle Period which relate to the Pre-Closing Period, such as real estate taxes under leases, payroll taxes, etc., shall be deemed to be the amount of such Tax for the entire Tax Period multiplied by a fraction the numerator of which is the number of days in the Tax Period ending on (and including) the Closing Date and the denominator of which is the number of days in such Straddle Period. The Buyer shall prepare and timely file any Tax Return that is or cause to be prepared and filed, when due after the Closing Date (a “Straddle Period Tax Return”). Buyer shall deliver such completed, but unfiled, Straddle Period Tax Return to Sellers for their review and comment at least thirty Business Days before the due date of such Straddle Period Tax Return (taking into account any applicable extensions of time to fileextensions), and Buyer shall incorporate any reasonable comments all Tax Returns of the Sellers on such Company for the Straddle Period Tax ReturnPeriods. Unless otherwise required by applicable Law, Straddle Period Such Tax Returns shall be prepared on a basis consistent in accordance with past practices of used with respect to the Purchased Assets and/or Tax Returns in question to the Business, and, extent such practices comply with all applicable legal requirements. The Buyer shall allow the Sellers reasonable time to review and comment on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periodsas prepared by the Buyer. Sellers shall be responsible for the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Sellers shall pay, timely prepare and file or cause to be paid, to Buyer within fifteen days after filed all Tax Returns of the date on which a Straddle Period Company for any Tax Return is filed an amount equal to the Taxes attributable to the portion of such Straddle Period ending on or before the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything herein Date; provided, that (i) such Tax Returns shall be prepared in accordance with past practices used with respect to the contraryTax Returns in question to the extent such practices comply with all applicable legal requirements, this Section 6.6(b)(iiand (ii) Sellers shall not apply allow Buyer reasonable time to any Asset review and comment on such Tax and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii)Returns prior to filing.

Straddle Period. With respect to the Purchased Assets and/or the Business relating to the Straddle Period, Buyer shall prepare and timely file any file, or cause to be prepared and timely filed, and shall pay all third-party costs and fees for the Company to prepare, or cause to be prepared, all Tax Return Returns of the Company with respect to a taxable period that is due begins before and ends after the Closing Date (each such period, a “Straddle Period Tax ReturnPeriod”). Buyer shall deliver such completed, but unfiledand Sellers shall, Straddle Period Tax Return to Sellers for their review and comment at least thirty five (5) Business Days before prior to the applicable due date of such Straddle Tax Returns, pay to Buyer all Taxes shown as due on such Tax Returns that are treated as Pre-Closing Taxes. Buyer shall: (i) prepare or cause to be prepared such Tax Returns in a manner consistent with applicable Law and the Company’s past practices to the extent consistent with applicable Law; (ii) consult in good faith with Sellers’ Representative and his Representatives as to the contents of such Tax Returns; (iii) cooperate fully with Sellers’ Representative in connection therewith; and (iv) except as otherwise required by applicable Law, not take any position on such Tax Returns that will result in any material increase of Taxes of the Company, Sellers or their respective Affiliates for a Pre-Closing Tax Period without the consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed). No later than twenty (20) days prior to the applicable due date of such Tax Returns, Buyer shall submit copies of such Tax Returns to Sellers’ Representative for the review, comment and approval of Sellers’ Representative, which approval shall not be unreasonably withheld, conditioned or delayed. Sellers’ Representative shall have the right to review and comment on any such Tax Return (taking into account any applicable extensions of time prior to file)filing, and Buyer shall incorporate any reasonable comments of Sellers’ Representative. In the Sellers on such case of Taxes that are payable with respect to a Straddle Period Tax Return. Unless otherwise required by applicable LawPeriod, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the portion of any such Straddle Period ending on the Taxes that are treated as Pre-Closing Date as determined pursuant to Section 6.6(a). Sellers Taxes for purposes of this Agreement shall pay, or cause to be paid, to Buyer within fifteen days after the date on which a Straddle Period Tax Return is filed an amount equal to the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything herein to the contrary, this Section 6.6(b)(ii) shall not apply to any Asset Tax and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii).be:

Straddle Period. With respect to Except as otherwise provided in this ‎Section 5.12, following the Purchased Assets and/or Closing Date, the Business relating to Purchaser shall (or shall cause the Straddle Period, Buyer shall Acquired Companies to) prepare and timely file any all Tax Returns of the Acquired Companies that relate to Straddle Periods. With respect to each Tax Return that is due after the Closing Date covering a Straddle Period (a “Straddle Period Tax Return”). Buyer , the Purchaser shall deliver (i) unless otherwise required under applicable Law, prepare such completedTax Returns in a manner consistent with the past practice of the Acquired Companies, but unfiled(ii) provide, Straddle Period Tax Return or cause to be provided, to the Sellers for their review and comment at least thirty Business Days before the due date a proposed final draft of such Straddle Period Return (as applicable), with respect to annual Tax Returns, at least fifteen (15) Business Days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions of time extension), with respect to filemonthly or other Tax Returns, at least five (5) Business Days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions), and Buyer shall incorporate (iii) reasonably take into account (without being obligated to accept) any reasonable comments of submitted by the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of in writing regarding the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the Pre-Closing portion of such Straddle Period ending on Return so long as such comments are received by the Closing Date as determined pursuant Purchaser no later than three (3) Business Days prior to Section 6.6(a). Sellers shall pay, or cause to be paid, to Buyer within fifteen days after the date on which a Straddle Period Tax Return is filed an amount equal to the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant Return is due to Section 6.6(abe filed (taking into account any applicable extension). Notwithstanding anything herein In addition, the Purchaser shall promptly, and in any case not later than ten (10) Business Days after being notified in writing thereof, notify the Sellers in writing upon receipt of any notice of federal, state, or municipal Tax audits, examinations, reviews, requests of information or assessments relating to the contraryAcquired Companies during the Straddle Period; provided, this Section 6.6(b)(ii) however, the Purchaser shall not apply have no obligation to the Sellers with respect to any Asset failure to notify the Sellers of such Tax and audits, examinations, reviews, requests of information or assessments relating to the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii)Acquired Companies to the extent that such failure did not materially prejudice the Sellers.

Straddle Period. With respect to All Tax Returns of the Purchased Assets and/or the Business relating to the Straddle Period, Buyer shall prepare Company and timely file any Company Subsidiary for any Tax Return that is due after period ending on or before the Closing Date (the “Pre-Closing Tax Period”) and any Straddle Period, to the extent filed or required to be filed after the Closing Date, shall be prepared and filed (or caused to be filed) by Buyer. With respect to any such Tax Return relating to income Taxes (or franchise taxes based on income), (a) Buyer will prepare (or cause to be prepared) such returns consistent with past practice, except as required by applicable law and (b) Buyer shall provide Seller Representative with a copy of such return prior to the filing thereof, and Seller Representative shall have a reasonable opportunity (for a period of not less than twenty (20) days) to review and comment on such return prior to filing. In any case of a taxable period which includes the Closing Date (but does not end on that day) (a “Straddle Period Tax ReturnPeriod”). Buyer shall deliver such completed, but unfiledthe Taxes, if any, attributable to a Straddle Period Tax Return shall be allocated (a) to the Sellers for their review the period up to and comment at least thirty Business Days before including the due date close of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments of the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the portion of such Straddle Period ending business on the Closing Date as determined pursuant and (b) to Section 6.6(aBuyer for the period subsequent to the Closing Date (the “Post-Closing Tax Period”). Sellers shall payFor purposes of such allocation, the amount of (i) any Taxes based on or cause measured by income, receipts or payroll (other than payroll that is accrued but unpaid as of the Closing Date) and (ii) any withholding Taxes (including Taxes required to be deducted and withheld under Chapter 3 of Subtitle A of the Code) to the extent not withheld from amounts paid, to Buyer within fifteen days after shall in each case be allocated based on an interim closing of the date on which a Straddle Period Tax Return is filed an amount equal to books of the Taxes attributable to Company and each Company Subsidiary as of the portion close of such Straddle Period ending business on the Closing Date as determined pursuant (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any Company Subsidiary holds a beneficial interest shall be deemed to Section 6.6(a)terminate at such time) provided that any transaction (other than the transactions contemplated by this Agreement) that occurs on the Closing Date and after the Closing that is not in the ordinary course of business and is undertaken at the direction of Buyer shall be included in the Post-Closing Tax Period. Notwithstanding anything herein The amount of other Taxes of the Company and each Company Subsidiary shall be apportioned to the contrarySellers based on the amount of such Tax for the entire taxable period multiplied by a fraction, this Section 6.6(b)(ii) shall not apply the numerator of which is the number of days in the portion of the taxable period up to any Asset Tax and including the Closing Date, and the filing denominator of any Transition Period Asset Tax Return as defined which is the number of days in Section 6.6(b)(iii)such Straddle Period.

Straddle Period. With respect to In the Purchased Assets and/or the Business relating to the Straddle Period, Buyer shall prepare and timely file case of any Tax Return taxable period that is due after includes (but does not end on) the Closing Date (a “Straddle Period Tax ReturnPeriod”). Buyer , the amount of Taxes that is allocable to the Pre-Closing Tax Period shall deliver (i) in the case of Taxes that are imposed on a periodic basis (such completedas real property taxes), but unfiled, Straddle Period Tax Return be deemed to Sellers for their review and comment at least thirty Business Days before be the due date amount of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments of the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible Taxes for the Taxes attributable to entire period (or in the portion 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 Straddle Period ending on before (and excluding) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) in the case of Taxes that are not described in clause (i) above (such as determined pursuant income Taxes, the Texas Revised Franchise Act, Taxes imposed in connection with any sale or other transfer or assignment of property, and payroll and similar Taxes), be deemed to Section 6.6(a)be equal to the amount that would have been payable if the taxable year or period of the Company ended on the day prior to the Closing Date. Sellers Except for federal, state and local income tax returns, the Buyer shall file, or shall cause the Company to file, any tax return relating to the Company for any Straddle Period, and the Buyer shall pay, or cause to be paid, all Taxes shown as due on any such returns. At least ten (10) days prior to filing any such return, Buyer within fifteen days after shall provide the date on which Sellers’ Representative with a Straddle Period Tax Return is filed an copy of such return and a notice setting forth the calculation regarding the amount equal of such Taxes allocable to the Taxes attributable Sellers under this Section 6.02(b). Sellers’ Representative shall have five (5) days to either (i) make reasonable objection to the portion calculation or allocation of any such Straddle Period Taxes to Sellers, or (ii) pay the amount shown as due from Sellers to Buyer. If reasonable objection is made, the parties shall consult and resolve in good faith any such objection, it being understood and agreed that in the absence of any resolution, any and all such objections shall be resolved by treating items in a manner consistent with the past practices with respect to such items. Payment shall be made as soon as practical thereafter. With respect to federal, state and local income tax returns, Sellers shall retain the right to file the final Form 1065 and Forms K-1 with respect to the Company for the short taxable year ending on the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything herein day prior to the contraryClosing Date. The income of the Company will be apportioned to the period up to and excluding the Closing Date, and the period on or after the Closing Date, by closing the books and records of the Company on the day prior to the Closing Date. For purposes of allocating and apportioning income before and after the Closing Date, Buyer and Sellers shall reasonably approximate items of income and deduction with respect to the Route Cash and Accounts Receivable in accordance with the allocations set forth in Sections 2.03(c) and 6.05 of this Section 6.6(b)(ii) Agreement. Sellers shall not apply retain the authority to control the final disposition or settlement of any tax claim or assessment made with respect to any Asset Pre-Closing Tax Period, subject to compliance with applicable law. Buyer and Sellers shall cooperate and jointly control the filing disposition or settlement of any Transition Period Asset tax claim or assessment made with respect to any Straddle Period. With respect to all proceedings or litigation with respect to Pre-Closing Tax Return as defined Periods and Straddle Periods, Buyer and Sellers shall consult and cooperate with each other in Section 6.6(b)(iii)good faith to resolve the controversy with the applicable taxing authority.

Straddle Period. With To the extent permissible under applicable Laws, the Parties agree to elect (and have BrandCo and LicenseCo elect) to have the Tax year of BrandCo and LicenseCo end on the Initial Closing Date and, if such election is not permitted or required in a jurisdiction with respect to the Purchased Assets and/or the Business relating a specific Tax such that BrandCo and LicenseCo are required to the file a Tax Return for a Straddle Period, Buyer shall prepare and timely file any Tax Return that is due after to utilize the Closing Date (a “Straddle Period Tax Return”). Buyer shall deliver such completed, but unfiled, Straddle Period Tax Return to Sellers following conventions for their review and comment at least thirty Business Days before determining the due date amount of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments of the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the portion of such the Straddle Period ending on the Initial Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Initial Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on 12:01 a.m. Eastern Standard Time of the Initial Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Initial Closing Date shall be determined as determined pursuant if BrandCo or LicenseCo filed a separate Tax Return with respect to Section 6.6(a). Sellers shall pay, or cause to be paid, such Taxes for the portion of the Straddle Period ending on 12:01 a.m. Eastern Standard Time on the Initial Closing Date using a “closing of the books methodology.” Seller will pay to Buyer within fifteen (15) days after the date on which a Straddle Period Tax Return is filed Taxes are paid by Buyer with respect to such periods an amount equal to the portion of such Taxes attributable which relates to the portion of such Pre-Closing Tax Period or Pre-Closing Straddle Period ending at the Initial Closing Date, such as the case may be. For the avoidance of doubt, the Parties acknowledge and agree that (i) any and all Tax liabilities of LicenseCo for the period commencing on the Initial Closing Date as determined and ending on the Change-in-Control Closing Date shall be the sole and exclusive obligation of the Buyer, (ii) pursuant to Section 6.6(a). Notwithstanding anything herein the terms of the Support Agreements, the counterparty thereto is obligated to ensure that LicenseCo has sufficient cash available to make appropriate Tax distributions to the contraryequity holders of LicenseCo, this Section 6.6(b)(iiand (iii) to the extent such equity holders have not received sufficient cash from LicenseCo to make full payment of the applicable Taxes due for such period, Buyer shall not apply to any Asset Tax indemnity and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii)hold harmless each such Person.

Straddle Period. With The All real property Taxes, personal property Taxes and similar ad valorem obligations ("Property Taxes") levied with respect to the Purchased Transferred Assets and/or the Business relating to the Straddle Period, Buyer shall prepare and timely file for any Tax Return period that is due begins on or before and ends after the Closing Date (a “"Straddle Period Tax Return”). Period") shall be apportioned between the applicable Seller and Buyer and/or the applicable Buyer Designee based on the number of days of such Straddle Period, and the applicable Seller shall deliver such completed, but unfiled, Straddle Period Tax Return be liable for the proportionate amount of Property Taxes that is attributable to Sellers for their review and comment at least thirty Business Days before the due date portion of such Straddle Period Tax Return (taking into account any applicable extensions of time to file)ending on the Closing Date, and Buyer or such Buyer Designee shall incorporate any reasonable comments be liable for the proportionate amount of Property Taxes that is attributable to the Sellers on portion of such Straddle Period Tax Returnbeginning after the Closing Date. Unless otherwise required by applicable LawAny refund, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices rebate, abatement or other recovery of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Property Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Sellers shall paybe for the account of such Seller, and any refund, rebate, abatement or cause to be paid, to Buyer within fifteen days after the date on which a Straddle Period Tax Return is filed an amount equal to the other recovery of Property Taxes attributable to the portion of such Straddle Period ending on beginning after the Closing Date as determined shall be for the account of Buyer or such Buyer Designee; provided, however, that if a Tax Authority subsequently disallows any such refund, rebate, abatement or other recovery for which a Party has received payment from the other Party pursuant to this Section 6.6(a7.6, such recipient Party shall promptly pay (or cause to be paid) to the other Party the full amount of such disallowed amount (including any interest associated therewith). Notwithstanding anything herein The Party required by Law to file a Tax Return with respect to and pay any such Property Taxes shall do so within the time period required by applicable Law and upon the payment of (or receipt of any refund, rebate, abatement, or other recovery for) such Property Taxes. The Buyer or the Company, as applicable, shall present, or shall cause to be presented, a statement to the contrary, other setting forth the amount of reimbursement to which each is entitled under this Section 6.6(b)(ii7.6 together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the Party owing it to the other within ten (10) days after delivery of such statement. In the event that Buyer (or a Buyer Designee) or any Seller makes any payment for which it is entitled to reimbursement under this Section 7.6, the applicable Party shall not apply make, or shall cause to any Asset Tax and be made, such reimbursement promptly but in no event later than ten (10) days after the filing presentation of any Transition Period Asset Tax Return a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as defined in Section 6.6(b)(iii)is reasonably necessary to calculate the amount of reimbursement.ARTICLE VIIICONDITIONS TO

Straddle Period. With (a) The Xxxxxx Entities, and SCOLP agree that the taxes related to any tax period that begins on or before and ends after the Closing (“Straddle Period”) with respect to the Purchased Assets and/or the Business relating to the Straddle Period, Buyer shall prepare and timely file any Tax Return that is due after the Closing Date (a “Straddle Period Tax Return”). Buyer shall deliver such completed, but unfiled, Straddle Period Tax Return to Sellers for their review and comment at least thirty Business Days before the due date of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments of the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the portion of such Straddle Period Owner ending on the Closing Date shall be treated as determined pursuant provided herein. In the case of any real, personal and intangible ad valorem property Taxes (“Property Taxes”), the Property Taxes shall be allocated as provided in Section 6.1 herein. Taxes other than Property Taxes shall be computed as if such taxable period ended as of the close of business on the date of Closing. (b) To the extent the Xxxxxx Entities are required by law to Section 6.6(afile a Tax Return, the Xxxxxx Entities shall prepare and file all Tax Returns for the activities of each of the Holding Company and Owner for any taxable period that ends on or before the date of Closing (the “Pre-Closing Date Tax Returns”) in a manner consistent with past practices and shall remit the Taxes shown as owing on such Pre-Closing Date Tax Returns in a due and timely manner. The Xxxxxx entities shall submit such Pre Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions). Sellers The Xxxxxx Entities shall paygive due consideration to such changes 29 as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed). (c) SCOLP shall prepare and duly and timely file or cause to be paid, to Buyer within fifteen days duly and timely filed all Tax Returns for the activities of the Holding Company and Owner for any taxable period that ends after the Closing (the “Post-Closing Date Tax Returns”). SCOLP shall provide the Contributor with a copy of any Post-Closing Date Tax Return to be filed by or with respect to the Holding Company or the Owner for any Straddle Period at least ten (10) business days prior to the date on which such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions). SCOLP shall give due consideration to such changes as the Contributor reasonably requests and shall not file any Post-Closing Date Tax Return is filed an amount equal to the Taxes attributable to the portion of such Returns covering a Straddle Period ending on without the Closing Date as determined pursuant to Section 6.6(aContributor’s consent (which shall not be unreasonably withheld, condition or delayed). Notwithstanding anything herein to the contrary, this Section 6.6(b)(ii) shall not apply to any Asset Tax and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii).12.2

Straddle Period. With respect to For each Acquired Company, in the Purchased Assets and/or the Business relating to the Straddle Period, Buyer shall prepare and timely file case of any Tax Return taxable period that is due after includes (but does not end on) the Closing Date (a “Straddle Period Tax ReturnPeriod”), the amount of any Taxes of such Acquired Company based upon or measured by net income or gain for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which such Acquired Company holds a beneficial interest will be deemed to terminate at such time). The amount of Taxes for a Straddle Period, other than Taxes of such Acquired Company based upon or measured by net income or gain, which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. To the extent any Tax Return for any Straddle Period is reasonably expected to result in the Sellers being liable for any amount, including under this Agreement or to any Governmental Authority, the Buyer shall deliver provide the Sellers’ Representative with a draft of such completed, but unfiled, Straddle Period Tax Return to Sellers for their review and comment at least thirty Business Days no later than ten (10) days before the due date of for filing such Straddle Period Tax Return (taking into account any applicable extensions of time to file)valid extensions) for the Sellers’ Representative’s review and comment, and the Buyer shall incorporate any the Sellers’ Representative’s reasonable comments of the Sellers on such Straddle Period Tax Returncomments. Unless otherwise required by applicable Law, Such Straddle Period Tax Returns shall be prepared on in accordance with applicable Legal Requirements and this Agreement and shall be prepared, and each item thereon treated, in a basis manner consistent with past practices of the Purchased Assets and/or the BusinessAcquired Companies, andif any, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent employed with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable respect to the portion of such Straddle Period ending on the Closing Date applicable Acquired Company, except as determined pursuant to Section 6.6(a)otherwise required by applicable Legal Requirements. Sellers shall pay, or cause to be paid, to Buyer within fifteen days after the date on which a Straddle Period Tax Return is filed an amount equal to the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything herein to the contrary, this Section 6.6(b)(ii) shall not apply to any Asset Tax and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii).96760364_21

Straddle Period. With respect to the Purchased Assets and/or the Business relating to the Straddle Period, (a) Buyer shall prepare and timely file any Tax Return that is due after the Closing Date (a “Straddle Period Tax Return”). Buyer shall deliver such completed, but unfiled, Straddle Period Tax Return to Sellers for their review and comment at least thirty Business Days before the due date of such Straddle Period Tax Return (taking into account any applicable extensions of time to file), and Buyer shall incorporate any reasonable comments of the Sellers on such Straddle Period Tax Return. Unless otherwise required by applicable Law, Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of the Purchased Assets and/or the Business, and, on such Straddle Period Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers shall be responsible for the Taxes attributable to the portion of such Straddle Period ending on the Closing Date as determined pursuant to Section 6.6(a). Sellers shall pay, or cause to be paidprepared and timely filed, all Tax Returns required to be filed by the Purchased Subsidiaries for any Straddle Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and, if it is a Tax Return that relates to a Straddle Period, shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent requested by Seller, supporting documentation) at least twenty (20) Business Days prior to the due date (including extensions) of such Tax Return. If Seller objects to any item on any such Tax Return that relates to a Straddle Period, it shall, within ten (10) Business Days after delivery of such Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within fifteen days ten (10) Business Days after receipt by Buyer of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant shall be final. The Independent Accountant shall resolve any disputed items within twenty (20) Business Days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date on which for such Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of the Purchased Subsidiaries that does not relate to a Straddle Period shall be exclusively within the control of Buyer. Pursuant to, and in accordance with the fees set forth in the Transition Services Agreement, Seller shall provide Buyer and Purchased Subsidiaries with all reasonable assistance, co-operation and information for the Straddle Period, including (but not limited to) information and co-operation requested in connection with any Tax Return is filed an amount equal Returns or other Tax documents outstanding at Closing and in connection with all negotiations, correspondence and agreements relating to the Taxes attributable to Purchased Subsidiaries’ Tax affairs in the portion of such Straddle Period ending including for the avoidance of doubt providing Buyer with access to and opportunity to comment upon any report or similar document produced by or on behalf of the Closing Date as determined pursuant to Section 6.6(a). Notwithstanding anything herein to Seller or its Affiliates in respect of its transfer pricing policies or arrangements or benchmarking analysis at any time which could reasonably affect the contrary, this Section 6.6(b)(ii) shall not apply to Tax Returns or Tax affairs of the Purchased Subsidiaries for any Asset Tax and the filing of any Transition Period Asset Tax Return as defined in Section 6.6(b)(iii)period falling on or before Closing.