Common use of Straddle Period Clause in Contracts

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the amount of this Agreement (i) to any Taxes based on or measured by income, gain, profits, receipts, employment, social security, payroll, sales, use, or other transaction-based Taxes of the Pre-Closing Tax Period Company for the portion of the Straddle Period ending on the Closing Date shall be determined based on a closing of the books as of the end of the Closing Date, and the amount of other Taxes of the Company for a Straddle Period that relates to the portion of the Straddle Period ending on the Closing Date shall 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 in the Straddle Period up to and including the close of business on the Closing Date and (ii) the denominator of which is the total number of days in such Straddle Period and the balance of such Taxes shall be attributable to the portion of the Straddle Period beginning after the Closing Date; provided, however, that any such Taxes attributable to any property that was owned by the Company during the Pre-Closing Tax Period, but is not owned by the Company as of the Effective Time shall be allocated entirely to the Pre-Closing Tax Period, and any such Taxes attributable to any property that was owned by the Company during the Post-Closing Tax Period, but is not owned by the Company or any of its Subsidiaries as of the Effective Time shall be allocated entirely to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodPeriod.

Straddle Period. Taxes for (a) The ▇▇▇▇▇▇ Entities, and SCOLP agree that the taxes related to any Tax Period of the Group Companies tax period that includes but does not end begins on or before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) with respect to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business Owner ending on the Closing Date and (ii) to shall be treated as provided herein. In the Post-Closing Tax Period for the portion case of the Straddle Period subsequent to the Closing Date. For that purpose, (A) any real, personal and intangible ad valorem property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Property Taxes”) of ), the Group Companies for a Straddle Period Property Taxes shall be allocated between the periods described as provided in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Section 6.1 herein. Taxes that are not Per Diem Taxes, including income other than Property Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period taxable period ended as of the close of business on the Closing Date. For purposes date of clause “Closing. (B)” b) To the extent the ▇▇▇▇▇▇ Entities are required by law to file a Tax Return, the ▇▇▇▇▇▇ Entities shall prepare and file all Tax Returns for the activities of each of the preceding sentence, Holding Company and Owner for any allocation taxable period that ends on or before the date of gross or net income or deductions or other items required 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 ▇▇▇▇▇▇ entities shall submit such Pre Closing Date Tax Returns to determine any Taxes attributable SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions). The ▇▇▇▇▇▇ Entities shall give due consideration to such changes 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 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 such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions). SCOLP shall be made by means of a closing of give due consideration to such changes as the books Contributor reasonably requests and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the not file any Post-Closing Date and Tax Returns covering a Straddle Period without the period after the Closing Date in proportion to the number of days in each such periodContributor’s consent (which shall not be unreasonably withheld, condition or delayed).

Straddle Period. Taxes for For purposes of subparagraphs (a) and (b) above, in the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “"Straddle Period”) shall be allocated for all purposes of this Agreement "): (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem "Property Taxes”") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Group Companies Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for a the entire Straddle Period shall be allocated between (limited, however, to those Taxes attributable to the periods described in clauses “(i)” assets of HQGW and “(ii)” its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period ending with that are in the Pre-Closing Tax Period and including the Closing Date and denominator of which is the number of days during in the Straddle Period commencing on Period; and (ii) the day after the Closing Date Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (B) Taxes that are not Per Diem Taxes, including income other than Property Taxes and any transactional other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such as Taxes based on sales or revenueSection), of for the Group Companies for a Straddle Pre-Closing Tax Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period taxable period ended as of the close of business on the Closing Date. For purposes The indemnity obligations of clause “the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B)” ) ten days after the receipt from RSI of the preceding sentence, any allocation of gross or net income or deductions or other items notice that such amount is required to determine any Taxes attributable be paid pursuant hereto. The payments to such be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be made by means appropriately adjusted to reflect any final determination (which shall include the execution of a closing Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the books and records receipt thereof, pay to each of the Group Companies as Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the close of Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date and the or any application of such payments to either a taxable period commencing after the Closing Date in proportion or a portion of a Straddle Period that is subsequent to the number Closing Date, and any interest received by HQGW, any of days in each its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such periodrefund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. Taxes for any Tax Period of For the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement Agreement, whenever it is necessary to determine the liability for Taxes (iother than personal property Taxes of Washington) to for a Straddle Period, (A) the Pre-Closing Tax Period determination of the Taxes for the portion of the Straddle Period up to ending on and including the close of business on the Closing Date including, and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to beginning after, the Closing Date. For Date will be determined by assuming that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including consisted of two taxable years or periods, one which ended at the close of the Closing Date and number the other which began at the beginning of days during the day following the Closing Date, and, items of income, gain, deduction, loss or credit of such member for the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall will be allocated between the such two taxable years or periods described in clauses on a “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of basis” by assuming that the Group Companies as of books were closed at the close of the Closing Date, provided, however, that exemptions, allowances and or deductions that are calculated on an annual basis (including such as the deductions for depreciation and amortization deductionsreal estate taxes) will be apportioned between such two taxable years or periods on a daily basis, or (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the Wholesale Business or otherwise measured by the level of any item, the Taxes for the portion of the Straddle Period ending on and including the Closing Date shall be allocated between deemed to be the amount of such Taxes for the entire period, multiplied by a fraction the numerator of which is the number of calendar days in the period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of calendar days in each such the entire period.

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all For purposes of this Agreement (i) Agreement, whenever it is necessary to determine the Pre-Closing Tax Period Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV for the portion of the Straddle Period up to ending on and including including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: (iii) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the Post-Closing Tax periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period subsequent to ending on and including the Closing Date. For that purpose, (A) realon the one hand, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during for the portion of the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day beginning after the Closing Date Date, on the other hand, and (Bii) Taxes that are not Per Diem with respect to all other Taxes, including income by allocating such Taxes and any transactional Taxes between such as Taxes based two taxable years or periods on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records basis” by assuming that the books of the Group Companies as of or their Subsidiaries were closed at the close of the Closing Date, ; provided, that however, (i) exemptions, allowances and or deductions that are calculated on an annual basis basis, such as the deduction for depreciation, and (including depreciation ii) periodic taxes such as real and amortization deductions) personal property taxes (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), shall be allocated apportioned ratably between the period ending such periods based on the Closing Date and the period after the Closing Date in proportion to the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. For purposes of this Section 6.3(e), the Seller and the Purchaser shall (and the Purchaser shall cause UAV and their Affiliates to) use the conventions provided in each such periodSection 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. (i) For purposes of this Article VIII, in the case of Taxes for any Tax Period of that are payable with respect to a taxable period that begins before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the portion of this Agreement (i) any such Tax that is allocable to the Pre-Closing Tax Period for the portion of the Straddle Period up to period ending on and including the close of business on the Closing Date and shall be: (iiA) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the Post-Closing Tax Period for amount that would be payable if the portion of the Straddle Period subsequent to taxable year ended with (and included) the Closing Date. For that purpose; and (B) in the case of Taxes imposed on a periodic basis with respect to the assets of the CAM Subsidiaries or the PC/CM Subsidiaries, as the case may be, or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (A) realor, personal and intangible property in the case of such Taxes and any other Taxes levied determined on an annual or other periodic basis (“Per Diem Taxes”) arrears basis, the amount of such Taxes for the Group Companies for immediately preceding period), multiplied by a Straddle Period shall be allocated between fraction the periods described in clauses “(i)” and “(ii)” numerator of the preceding sentence on a per diem basis based on which is the number of calendar days during in the Straddle Period period ending with on and including the Closing Date and the denominator of which is the number of calendar days during in the Straddle Period commencing entire period. (ii) To the extent permitted under Requirements of Law, Citigroup shall take all actions reasonably necessary to terminate the taxable year of the CAM Subsidiaries on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, Legg Mason shall take all actions reasonably necessary to terminate the taxable year of the Group Companies for a Straddle Period shall be allocated between PC/CM Subsidiaries on the periods described in clauses “(i)” and “(ii)” Closing Date. To the extent any such taxable year of the preceding sentence CAM Subsidiaries or PC/CM Subsidiaries is terminated on the Closing Date, the parties hereto agree to cause the such CAM Subsidiaries or PC/CM Subsidiaries, as if such the case may be, to file all Tax Period Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of , unless the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such relevant Governmental Authority will not accept a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, Tax Return filed on that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodbasis.

Straddle Period. Any Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”other than Taxes described in Section 9.02) shall be allocated for all purposes of this Agreement (i) imposed with respect to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” portion of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including on the Closing Date and number of days during the Straddle Period commencing on portion beginning the day after the Closing Date and in the following manner: (Bi) Taxes that are not Per Diem Taxesin the case of a real property, including income Taxes and any transactional Taxes property, intangibles or other similar ad valorem Tax (collectively, “Property Tax”) for a Straddle Period, the amount of such as Taxes based on sales or revenue, Tax allocable to each portion of the Group Companies for a Straddle Period shall be allocated between the periods described total amount of such Tax for the period in clauses “(i)” question multiplied by a fraction, the numerator of which is the total number of days in such portion of such Straddle Period and “the denominator of which is the total number of days in such Straddle Period, and (ii)” ) in the case of all other Taxes for a Straddle Period, such Taxes shall be allocated to each portion of the preceding sentence as if such Tax Straddle Period ended as based on an interim closing of the books at the close of business on the Closing Date. For the avoidance of doubt, solely for purposes of clause “(B)” allocating any Property Tax paid or payable in connection with any of the preceding sentenceTransferred Assets pursuant to clause (i), any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a (x) the Straddle Period shall be made by means of a closing the tax period of the books Taxing Authority for which such Property Tax is assessed which includes the Closing Date, (y) such tax period shall begin on the date the Lien for such Property Tax attaches to the relevant property (the “Lien Date”) and records shall end on the day before the next succeeding Lien Date for such Property Tax and (z) the date of adoption or effectiveness of any state or local budget shall not constitute or otherwise affect the Group Companies as Lien Date for any such Property Tax. Solely for purposes of calculating prorations pursuant to clause (i), Purchaser shall be deemed to be in title to the close Transferred Assets, and therefore entitled to the income and responsible for the expenses, for the entire day of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes All Tax Returns of the Company for any Tax Period 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 other 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 Parties with a copy of such return prior to the Group Companies that filing thereof, and Seller Parties 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 the Closing Date that day) (each such period, a “Straddle Period”) ), the Taxes, if any, attributable to a Straddle Period shall be allocated for all purposes of this Agreement (ia) to the Pre-Closing Tax Period Seller Parties for the portion of the Straddle Period period up to and including the close of business on the Closing Date and (iib) to Buyer for the period subsequent to the Closing Date (the “Post-Closing Tax Period for Period”). For purposes of such allocation, the portion amount of the Straddle Period subsequent to (i) any Taxes based on or measured by income, receipts or payroll (other than payroll that is accrued but unpaid as of the Closing Date. For that purpose) and (ii) any withholding Taxes to the extent not withheld from amounts paid, (A) real, personal and intangible property Taxes and any other Taxes levied shall in each case be allocated based on an annual or other periodic basis (“Per Diem Taxes”) interim closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” books of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended Company as of the close of business on the Closing Date. For purposes of clause “, provided that any transaction (B)” of other than the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made transactions contemplated by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, this Agreement) that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending occurs on the Closing Date and the period after the Closing Date that is not in proportion the ordinary course of business and is undertaken at the direction of Buyer shall be included in the Post-Closing Tax Period. The amount of other Taxes of the Company shall be apportioned to the Seller Parties based on the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in each the portion of the taxable period up to and including the Closing Date, and the denominator of which is the number of days in such periodStraddle Period.

Straddle Period. Taxes for For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. (a) In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on are payable by a Company with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the portion of any such Taxes that are treated as Pre-Closing Taxes for all purposes of this Agreement shall be: (i) to in the Pre-Closing Tax Period for the portion case of the Straddle Period up to and including the close of business on the Closing Date and Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the Post-Closing Tax Period for amount which would be payable if the portion of the Straddle Period subsequent to taxable year ended with the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “; and (ii)” ) in the case of other Taxes, deemed to be the preceding sentence on amount of such Taxes for the entire period multiplied by a per diem basis based on fraction the numerator of which is the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in the entire period. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each Company that are filed after the Closing Date for any Straddle Period (a “Straddle Period Tax Returns”). Buyer shall permit Sellers’ Agent to review and comment on each such periodStraddle Period Tax Return, together with any and all workpapers supporting the creation of the Pre-Closing Period Tax Return, at least 20 days prior to filing and Buyer shall consider, in good faith, the reasonable comments so provided. Sellers shall be responsible for all Pre-Closing Taxes of the Company shown on such Straddle Period Tax Returns, and Sellers shall pay to (or as directed by) Buyer its share of all Pre-Closing Taxes as shown on such Straddle Period Tax Returns no less than five Business Days before the due date of such Straddle Period Tax Returns; provided, however, that if the amount of Sellers Pre-Closing Taxes as shown on such Straddle Period Tax Returns is greater than it would have been if Buyer had prepared such Straddle Period Tax Returns in a manner consistent with the past practices of Company (it shall be deemed consistent with past practices if differences are required by changes in Law, ordinances, judgments, decrees and orders and governmental rules and regulations that are binding upon Company), then Sellers shall, at the time of filing the Straddle Period Tax Return, be required to pay to Buyer only the difference of: (i) the amount of Pre-Closing Taxes they would have paid had the Straddle Period Tax Return been prepared consistent with the past practices of the Company minus; (ii) any prepayments made by Company or Sellers (to IRS or other applicable taxing body) for such Pre-Closing Taxes. In the event such prepayments exceed the amount owed to Buyers for Pre-Closing Taxes, the overage shall be applied to Working Capital or otherwise settled to Sellers. (c) Buyer and Sellers’ Agent shall cooperate fully, as and to the extent reasonably requested by the other, in connection with any Contest with respect to Straddle Period Tax Returns. Buyer will have control over any such Contest, through counsel of its own choosing, however, any expenses associated with such Contest shall be allocated between Sellers and Buyer based upon the percentage of Pre-Closing Tax liability to total Tax liability shown on such Straddle Period Tax Returns. Sellers shall also have the right to participate in such Contest through the Sellers’ Agent and counsel of their choosing at their own expense. (d) Upon the final resolution of liability for any Tax due on any Straddle Period Tax Return, including after resolution of any Contest, Sellers shall pay to Buyer any deficiency between the amount already paid by Sellers to Buyer pursuant to Section 6.02(b) above, and the Pre-Closing Taxes of the Company shown on such final Straddle Period Tax Returns. (e) Any Tax refunds that are received by any Company that relates to the Straddle Period Tax Returns (net of any Tax cost and any other cost) shall be allocated between Sellers and Company based upon their respective percentage of taxes paid under Section 6.02(b) above; provided, however any Tax refund for a Straddle Period shall not be deemed to be for a Pre- Closing Tax Period on account of any carryover of a net operating loss, net capital loss, Tax credit, Tax basis or other Tax item arising from a Pre-Closing Tax Period. Buyer shall pay over to Sellers any such refund or the amount of any such credit within 15 days after receipt of such refund. (f) Any disputes between the Sellers’ Agent and Buyer with respect to the amount of taxes owing by the Sellers for such Straddle Period Tax Returns shall be resolved by the Independent Accountant, the cost of which shall be borne 50% by Sellers and 50% by Buyer.

Straddle Period. Taxes for For purposes of this Agreement, the portion of Tax, with respect to the income, property or operations of Holdco or Enginetics that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, to the end of the Group Companies for a Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section ‎11.4. The portion of such Tax attributable to the Pre-Closing Straddle Period shall (a) in the case of any Taxes other than sales or use taxes, value added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each such periodthe Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. Any Tax liability attributable to a Buyer Tax Act will be attributable to the Post-Closing Straddle Period.

Straddle Period. (a) In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on are payable by Gravitas with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the portion of any such Taxes that are treated as Pre-Closing Taxes for all purposes of this Agreement shall be: (i) to in the Pre-Closing Tax Period for the portion case of the Straddle Period up to and including the close of business on the Closing Date and Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the Post-Closing Tax Period for amount which would be payable if the portion of the Straddle Period subsequent to taxable year ended with the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “; and (ii)” ) in the case of other Taxes, deemed to be the preceding sentence on amount of such Taxes for the entire period multiplied by a per diem basis based on fraction the numerator of which is the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in the entire period. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Gravitas that are filed after the Closing Date for any Straddle Period (a “Straddle Period Tax Returns”). Buyer shall permit Sellers to review and comment on each such periodStraddle Period Tax Return, together with any and all workpapers supporting the creation of the Pre-Closing Period Tax Return, at least 20 days prior to filing and Buyer shall consider, in good faith, the reasonable comments so provided. Sellers shall be responsible for all Pre-Closing Taxes of Gravitas shown on such Straddle Period Tax Returns, and Sellers shall pay to (or as directed by) Buyer its share of all Pre-Closing Taxes as shown on such Straddle Period Tax Returns no less than five Business Days before the due date of such Straddle Period Tax Returns; provided, however, that if the amount of Sellers Pre-Closing Taxes as shown on such Straddle Period Tax Returns is greater than it would have been if Buyer had prepared such Straddle Period Tax Returns in a manner consistent with the past practices Gravitas (it shall be deemed consistent with past practices if differences are required by changes in Law, ordinances, judgments, decrees and orders and governmental rules and regulations that are binding upon Gravitas), then Sellers shall, at the time of filing the Straddle Period Tax Return, be required to pay to Buyer only the difference of: (i) the amount of Pre-Closing Taxes they would have paid had the Straddle Period Tax Return been prepared consistent with the past practices of Gravitas minus; (ii) any prepayments made by Gravitas or Sellers (to IRS or other applicable taxing body) for such Pre-Closing Taxes. In the event such prepayments exceed the amount owed to Buyers for Pre-Closing Taxes, the overage shall be applied to Working Capital or otherwise settled to Sellers. (c) Buyer and Sellers shall cooperate fully, as and to the extent reasonably requested by the other, in connection with any Contest with respect to Straddle Period Tax Returns. Buyer will have control over any such Contest, through counsel of its own choosing, however, any expenses associated with such Contest shall be allocated between Sellers and Buyer based upon the percentage of Pre-Closing Tax liability to total Tax liability shown on such Straddle Period Tax Returns. Sellers shall also have the right to participate in such Contest through counsel of their choosing at their own expense. (d) Upon the final resolution of liability for any Tax due on any Straddle Period Tax Return, including after resolution of any Contest, Sellers shall pay to Buyer any deficiency between the amount already paid by Sellers to Buyer pursuant to Section 6.02(b) above, and the Pre-Closing Taxes of Gravitas shown on such final Straddle Period Tax Returns. (e) Any Tax refunds that are received by Gravitas that relates to the Straddle Period Tax Returns (net of any Tax cost and any other cost) shall be allocated between Sellers and Gravitas based upon their respective percentage of taxes paid under Section 6.02(b) above; provided, however any Tax refund for a Straddle Period shall not be deemed to be for a Pre-Closing Tax Period on account of any carryover of a net operating loss, net capital loss, Tax credit, Tax basis or other Tax item arising from a Pre-Closing Tax Period. Buyer shall pay over to Sellers any such refund or the amount of any such credit within 15 days after receipt of such refund. (f) Any disputes between the Sellers and Buyer with respect to the amount of taxes owing by the Sellers for such Straddle Period Tax Returns shall be resolved by the Independent Accountant, the cost of which shall be borne 50% by Sellers and 50% by Buyer.

Straddle Period. In the case of Taxes for any Tax Period of that are payable with respect to a taxable period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the portion of any such Taxes that are allocable to the portion of such Straddle Period ending on the Closing Date for all purposes of this Agreement shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the Pre-amount which would be payable if the taxable year ended with the Closing Tax Period Date; provided that any transactions or events undertaken, or caused to be undertaken, by Parent that are outside the Ordinary Course of Business and occur after the Closing on the Closing Date (other than any transactions or events taken pursuant to this Agreement) will be treated for all purposes under this Agreement as occurring in the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to beginning after the Closing Date. For that purpose; (b) in the case of other Taxes, (A) real, personal and intangible property deemed to be the amount of such Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) for the entire period multiplied by a fraction the numerator of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in each the entire period; and (c) in the case of Taxes attributable to an equity interest in an Existing Investment passthrough entity in which a Company Entity holds such periodequity interest, deemed to be the amount of such Taxes determined on a “closing of the books” basis as if the Taxable period of such passthrough entity ended as of the end of the Closing Date (provided, that if the Company is unable to require an Existing Investment entity to effect a “closing of the books” as of such time, Parent and the Stockholder Representative shall cooperate to estimate such Taxes based on the information available at such time).

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) ), the allocation of responsibility for tax matters shall be allocated for all purposes of determined as provided in this Agreement clause (i) to the Pre-Closing Tax Period for the portion b). Sellers shall do an interim closing of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to If based on such a Straddle Period shall be made by means of a closing of the books the Companies generated an operating loss during the Pre-Closing Tax Period, then the amount of any Income Tax or Taxes for the Pre-Closing Tax Period shall be determined based on the Companies’ net equity for the prior taxable period and records Sellers’ responsibility shall be based on the number of days of the Group Straddle Period that Sellers owned the Companies. If based on such closing of the books the Companies generated net taxable income during the Pre-Closing Tax Period, then the amount of any Income Tax or Taxes for the Pre-Closing Tax Period shall be determined based on either (1) the number of days of the Straddle Period that the Sellers owned the Companies, if the Company had a loss for the entire taxable year and the amount of Income Tax payable for the Straddle Period is based on the Companies’ net equity for the prior taxable period, or (2) an interim closing of the books as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending business on the Closing Date if the Company had net taxable income for the entire taxable year and the amount of Income Tax payable for the Straddle Period is based on the Companies’ income (and for such purpose, the taxable period after of any partnership or other pass-through entity in which any of the Companies holds a beneficial interest shall be deemed to terminate at such time). For purposes of clarification, Sellers shall retain the right to use any and all of the Companies’ net loss carry forwards attributable to taxable periods prior to the Closing Date in proportion to reduce any income attributable to the number portion of days in each such periodthe Straddle Period occurring before the Closing Date.

Straddle Period. In the case of Taxes for that are payable with respect to any Tax Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period of the Group Companies that includes but does not end ending on the Closing Date (each including for purposes of determining Tax liabilities reflected in the calculation of Working Capital with respect to any Straddle Period and Excluded Taxes), shall (i) in the case of real and personal property Taxes and franchise Taxes not based on gross or net income, be equal to the amount of such periodTaxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of other Taxes, be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of 12:01 a.m. (Eastern time) on the Closing Date using a “closing of the books methodology” based on the actual operations of the Company; provided, that any employer payroll Taxes arising with respect to a Pre-Closing Tax Period or Straddle Period”) Period that have been deferred pursuant to the CARES Act or any other corresponding or similar provision of other Law with respect to Taxes shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for or the portion of the such Straddle Period up ending on the Closing Date, as applicable. Notwithstanding the foregoing, no Taxes attributable to and including any actions taken by Buyer or any actions taken outside the close ordinary course of business by the Company on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to following the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies taken into account for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” determining Tax liabilities reflected in the calculation of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodWorking Capital.

Straddle Period. In the case of Taxes for that are payable with respect to a Straddle Period, the portion of any such Tax Period that is allocable to the portion of the Group Companies that includes but does not end taxable period ending on and including the Closing Date (each such period, a the “Pre-Closing Straddle Period”) shall be: (a) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period (other than conveyances pursuant to this Agreement), be allocated deemed equal to the amount that would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the Straddle Period ended on and included the Closing Date, but excluding Taxes resulting from any act or transaction of the Purchaser or the Company occurring on the Closing Date after the Closing that is not in the ordinary course of business; and (b) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes), be deemed to be the amount of such Tax for all purposes the entire taxable period multiplied by a fraction, the numerator of this Agreement (i) to which is the number of days in the Pre-Closing Tax Straddle Period for and denominator of which is the portion number of days in the Straddle Period up to and including the close Period. (c) Any credit or refund resulting from an overpayment of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be prorated based upon the method employed in this Section 7.01 taking into account the type of Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long term debt) or intangibles, any amount thereof required to be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period under this Section 7.01 shall be allocated between computed by reference to the periods described in clauses “(i)” and “(ii)” level of the preceding sentence as if such Tax Period ended as of the close of business items on the Closing Date. For purposes of clause “(B)” of All determinations necessary to effect the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period foregoing allocations shall be made by means of in a closing manner consistent with prior practice of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodCompany.

Straddle Period. For purposes of this Agreement, in the case of any Taxes for of the Companies that are payable with respect to any Tax Period of the Group Companies period that includes but does not end on begins before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ” ), the portion of this Agreement any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the Pre-amount that would be payable if the tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Companies or otherwise measured by the level of any item, be 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 Tax Period for period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period up to and including the close of business ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (iii) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the Post-Closing Tax Period for the portion of the Straddle Period subsequent ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.2.3 shall be computed by reference to the level of such items on the Closing Date. For that purposeThe parties hereto will, (A) realto the extent permitted by applicable Law, personal and intangible property Taxes and elect with the relevant Governmental Authority to treat a portion of any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on as a per diem basis based on the number of days during the Straddle Period short taxable period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes for any Tax Period of the Group Companies (a) With respect to a taxable period that includes but does not end on begins before and ends after the Closing Date (each such period, a “Straddle Period”) ), all Taxes and Tax liabilities shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for as follows: (i) in the portion case of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, Taxes (A) realbased upon, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and measured by reference to, income, receipts, profits, wages, capital or net worth, (B) imposed in connection with the sale, transfer or assignment of property, or (C) required to be withheld, such Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between deemed equal to the periods described in clauses “(i)” and “(ii)” of amount which would be payable if the preceding sentence as if such Tax Period taxable year ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of with the Closing Date, provided, provided that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period; and (ii) in the case of other Taxes, such Taxes shall be deemed equal to the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period. The remainder of the Taxes for the Straddle Period shall be allocated to the Post-Closing Tax Period. (b) With respect to all real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees of the Seller, the Company shall timely file all Tax Returns due on or before the Closing Date and Buyer shall prepare and timely file all Tax Returns due after the Closing Date. If one party remits to the appropriate Taxing Authority payment for such Taxes and such payment includes the other party’s share of such Taxes, such other party shall promptly reimburse the remitting party for its share of such Taxes.

Straddle Period. Taxes for For purposes of this Section 5.7, the portion of Tax with respect to the income, property or operations of the Acquired Companies that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for apportioned between the portion of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 5.7.5. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each such periodthe Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement ): (i) to the Pre-Closing Tax Period for the portion amount of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) any real, personal and intangible property Taxes taxes, ad valorem taxes and any other Taxes levied on an annual or other periodic basis similar obligations (“Per Diem Property Taxes”) for the portion of such Straddle Period through the end of the Group Companies for a Straddle Period Closing Date shall be allocated determined between the periods described in clauses “period (i)” and “(ii)” of the preceding sentence or portion thereof) ending on a per diem basis based on the number of days during the Straddle Period ending with and including or prior to the Closing Date and number of days during the Straddle Period commencing on the day period (or portion thereof) beginning after the Closing Date by prorating such Property Taxes on a daily basis over the entire Straddle Period, and (Bii) the amount of any non-Property Taxes that are not Per Diem (including any income taxes or similar Taxes, including income Taxes and any transactional Taxes ) for the portion of such as Taxes Straddle Period through the end of the Closing Date shall be determined based on sales or revenue, an interim closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes Date (and for such purpose, the taxable period of clause “any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time); provided, however, that (B)” of the preceding sentencex) all exemptions, any allocation of gross or net income allowances, or deductions or other items required to determine any Taxes attributable to such a for the entire Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that which are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date two short periods in proportion to the number of days in each period (y) any income, gain, sale or profit realized on the Closing Date but after the Closing and arising from a transaction, action or event outside of the Ordinary Course of Business will be allocated to the post-Closing portion of such periodStraddle Period, and (z) all Transaction Tax Deductions for a Straddle Period shall be allocated to the pre-Closing portion of the Straddle Period.

Straddle Period. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes for any Tax Period of the Group Acquired Companies for a portion of a tax year that includes but does not end on the day immediately before the Closing Date (each such period, a “Straddle Period”): (A) shall be allocated for all purposes the determination of this Agreement (i) to the Pre-Closing Tax Period Taxes based upon or measured by income, receipts or other similar variable measure of the Acquired Companies, or any withholding Taxes, for the portion of the Straddle Period up to ending immediately before the Closing Date, and including the portion of the Straddle Period beginning on the Closing Date, will be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on day immediately preceding the Closing Date and the other which began at the beginning of the Closing Date, and, items of income, gain, deduction, loss or credit of the Acquired Companies for the Straddle Period will be allocated between such two (ii2) to taxable years or periods on a “closing of the Post-books basis” by assuming that the books of the Acquired Companies (and any controlled foreign corporation or an entity treated as a partnership for U.S. federal income tax purposes) were closed at the end of the day immediately before the Closing Tax Period Date; provided, however, that exemptions, allowances or deductions that are calculated on a periodic or annual basis (such as the deductions for depreciation) will be apportioned between such two (2) taxable years or periods on a daily basis, and (B) in the case of other Taxes, the Taxes of the Acquired Companies for the portion of the Straddle Period subsequent to ending on the day immediately before the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period Date shall be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of such Taxes for the preceding sentence on entire period, multiplied by a per diem basis based on fraction the numerator of which is the number of calendar days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the day immediately before the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of calendar days in each such periodthe entire Straddle Period.

Straddle Period. Taxes for (a) For purposes of this Agreement, the portion of Tax, with respect to the income, property or operations of any Acquired Company that are attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes apportioned between the period of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement Section 8.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, 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 in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. In the case of a Tax 4893-2596-7688v2 EMAIL\25717007 that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period. (b) The Seller Representative shall prepare, or cause to be prepared, at Seller’s expense all Tax Returns of any Acquired Company that are due after the Closing Date with respect to any Pre-Closing Tax Period; provided, however, that for this purpose the Pre-Closing Tax Period for with respect to any income Tax Returns shall end on the portion Applicable Tax Year-End. All such Tax Returns shall be prepared in accordance with the past practices of the Straddle Period up to and including the close of business on the Closing Date and (ii) applicable Acquired Company, unless otherwise required by applicable Law. The Seller Representative shall provide such Tax Returns to the PostBuyer at least 30 days before the due date (including applicable extensions) for filing of any such Tax Returns for its review and comment. The Buyer shall provide any written comments to the Seller Representative not later than ten days after receiving any such Tax Return and, if the Buyer does not provide any written comments within ten days, the Buyer shall be deemed to have accepted such Tax Return. The Seller Representative and the Buyer shall attempt in good faith to resolve any dispute with respect to such Tax Return. If the Seller Representative and the Buyer are unable to resolve any such dispute at least ten days before the due date (including applicable extensions) for any such Tax Return, the dispute shall be referred to the Arbitration Firm for resolution and the fees shall be shared one-Closing half by the Seller Representative (on behalf of all Sellers) and one-half by the Buyer. If the Arbitration Firm is unable to resolve any such dispute before the due date (including applicable extensions) for any such Tax Period for Return, such Tax Return shall be filed reflecting the portion comments of the Straddle Period subsequent Buyer, subject to amendment, if necessary, to reflect the resolution of the dispute by the Arbitration Firm. The Buyer shall pay or cause to be paid all Taxes imposed on any Acquired Company shown as due and owing on such Tax Returns subject to reimbursement by the Sellers, jointly and severally, pursuant to Section 9.1 hereof. (c) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, at the Buyer’s expense (but subject to the Closing Dateother provisions of this Section 8.1(c)), all Tax Returns of any Acquired Company with respect to any Straddle Period. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) All such Tax Returns shall be prepared in accordance with the past practices of the Group Companies applicable Acquired Company, unless otherwise required by applicable Law. The Buyer shall provide such Tax Returns to the Seller Representative at least 30 days before the due date (including applicable extensions) for a Straddle Period filing of any such Tax Returns for its review and comment. The Seller Representative shall provide any written comments to the Buyer not later than ten days after receiving any such Tax Return and, if the Seller Representative does not provide any written comments within ten days, the Seller Representative shall be allocated between deemed to have accepted such Tax Return. The Seller Representative and the periods described Buyer shall attempt in clauses “good faith to resolve any dispute with respect to such Tax Return. If the Seller Representative and the Buyer are unable to resolve any such dispute at least ten days before the due date (i)” including applicable extensions) for any such Tax Return, the dispute shall be referred to the Accounting Firm for resolution and “the fees shall be shared one-half by the Seller Representative (ii)” on behalf of all Sellers) and one-half by the Buyer. If the Accounting Firm is unable to resolve any such dispute before the due date (including applicable extensions) for any such Tax Return, such Tax Return shall be filed as prepared by the Buyer, subject to amendment, if necessary, to reflect the resolution of the preceding sentence dispute by the Accounting Firm. The Buyer shall pay or cause to be paid all Taxes imposed on a per diem basis based any Acquired Company shown as due and owing on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of Returns subject to reimbursement by the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentenceSellers, any allocation of gross or net income or deductions or other items required jointly and severally, pursuant to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodSection 9.1 hereof.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the amount of this Agreement (i) Taxes that is allocable to the Pre-Closing Tax Period shall (i) in the case of Taxes that are imposed on a periodic basis (such as real property taxes), be deemed to be the amount of such Taxes for the portion entire 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 Straddle Period up to ending before (and including the close of business on 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 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 be equal to the Post-Closing Tax Period for amount that would have been payable if the portion taxable year or period of the Straddle Period subsequent Company ended on the day prior to the Closing Date. For 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 shall provide the Sellers’ Representative with a copy of such return and a notice setting forth the calculation regarding the amount of such Taxes allocable to the Sellers under this Section 6.02(b). Sellers’ Representative shall have five (5) days to either (i) make reasonable objection to the calculation or allocation of any such 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 purposein the absence of any resolution, (A) real, personal any and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period all such objections shall be allocated between resolved by treating items in a manner consistent with the periods described in clauses “(i)” past practices with respect to such items. Payment shall be made as soon as practical thereafter. With respect to federal, state and “(ii)” of local income tax returns, Sellers shall retain the preceding sentence on a per diem basis based on right to file the number of days during final Form 1065 and Forms K-1 with respect to the Straddle Period Company for the short taxable year ending with and including the Closing Date and number of days during the Straddle Period commencing on the day prior to the Closing 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 Date, by closing the books and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, records of the Group Companies for a Straddle Period shall be allocated between Company on the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on day prior to the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net allocating and apportioning income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books before and records of the Group Companies as of the close of after the Closing Date, provided, that exemptions, allowances Buyer and deductions that are calculated on an annual basis (including depreciation Sellers shall reasonably approximate items of income and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion deduction with respect to the number Route Cash and Accounts Receivable in accordance with the allocations set forth in Sections 2.03(c) and 6.05 of days this Agreement. Sellers shall retain the authority to control the final disposition or settlement of any tax claim or assessment made with respect to any Pre-Closing Tax Period, subject to compliance with applicable law. Buyer and Sellers shall cooperate and jointly control the disposition or settlement of any tax claim or assessment made with respect to any Straddle Period. With respect to all proceedings or litigation with respect to Pre-Closing Tax Periods and Straddle Periods, Buyer and Sellers shall consult and cooperate with each other in each such periodgood faith to resolve the controversy with the applicable taxing authority.

Straddle Period. Taxes Buyer shall prepare and timely file, or cause to be prepared and timely filed, and shall pay all third-party costs and fees for any the Company to prepare, or cause to be prepared, all Tax Period Returns of the Group Companies Company with respect to a taxable period that includes but does not end on begins before and ends after the Closing Date (each such period, a “Straddle Period”), and Sellers shall, at least five (5) shall be allocated for Business Days prior to the applicable due date of such Tax Returns, pay to Buyer all purposes of this Agreement 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 prior to filing, and Buyer shall incorporate any reasonable comments of Sellers’ Representative. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (a) in the Straddle Period up to and including case of Taxes based upon, or related to, income or receipts, the close of business amount which would have been payable if the taxable year had ended on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent day immediately prior to the Closing Date. For that purpose, ; and (Ab) real, personal and intangible property Taxes and any in the case of other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income deemed to be the amount of such Taxes and any transactional Taxes such as Taxes based on sales or revenuefor the entire Tax period multiplied by a fraction, the numerator of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each such the period ending on and including the day immediately prior to the Closing Date, and the denominator of which is the number of days in the entire period.

Straddle Period. Taxes for any Tax Period To the extent permitted or required by applicable Law, the taxable year of each of the Group Companies Transferred Subsidiaries and Transferred Joint Ventures and their respective Subsidiaries that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated treated as closing on (and including) the Closing Date. To the extent not permitted or required by applicable Law, for all purposes of this Agreement Agreement, in the case of any Straddle Period, (ia) Property Taxes of the Transferred Subsidiaries or any of the Designated Joint Ventures or their respective Subsidiaries allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the portion of the entire Straddle Period up to and including multiplied by a fraction, the close numerator of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of calendar days during the Straddle Period ending with that are in the Pre-Closing Tax Period and including the Closing Date and denominator of which is the number of calendar days during in the entire Straddle Period commencing on the day after the Closing Date Period, and (Bb) Taxes that are not Per Diem Taxes(other than Taxes described in the preceding clause (a)) of, including income Taxes and any transactional Taxes such as Taxes based on sales or revenueattributable to, each of the Group Companies for a Straddle Transferred Subsidiaries, Designated Joint Ventures or any of their respective Subsidiaries allocable to the Pre-Closing Tax Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period taxable period ended as of the close end of business the day on the Closing Date. For purposes , and the taxable year of clause any partnership, other pass-through entity or any “(B)controlled foreign corporation” within the meaning of Section 957 of the preceding sentenceCode that is or is owned by a Transferred Subsidiary, Designated Joint Ventures or any allocation of gross their respective Subsidiaries directly or net income or deductions indirectly, shall be deemed to end at the end of the Closing Date for such purposes (utilizing, with respect to a partnership or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means pass-through entity the “calendar day” convention of a closing an interim Closing of the books and records in accordance with Section 706 of the Group Companies as of Code and the close of the Closing Date, provided, Treasury Regulations issued thereunder); provided that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period.

Straddle Period. In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are treated as Pre-Closing Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement shall be equal to: (a) in the case of Taxes (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property (including, but not limited to, the Spinouts), or (iii) required to be withheld in connection with payments to third parties, the Post-Closing Tax Period for amount which would be payable if the portion of the Straddle Period subsequent to taxable year ended with the Closing Date. For that purpose; and (b) in the case of other Taxes, (A) realthe amount of such Taxes for the entire period multiplied by a fraction, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) the numerator of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date Date, and the period after the Closing Date in proportion to denominator of which is the number of days in each the entire period; provided, however, that prior to filing any such periodincome Tax Return or paying any income Taxes, Buyer shall consult with Stockholders’ Representative in good faith with respect to such income Tax Returns and Taxes and shall provide Stockholders’ Representative with drafts of such income Tax Returns (together with the relevant back-up information upon request) and a statement of Taxes owed in connection with the filing of such income Tax Returns at least twenty (20) days prior to the due date for filing such income Tax Returns. Stockholders’ Representative shall be entitled to review and comment on any such income Tax Return before it is filed. Buyer shall consider in good faith any changes reasonably requested by Stockholders’ Representative, provided such changes are requested no later than ten (10) days prior to the due date for filing any such income Tax Return. For the avoidance of doubt, and to the extent permitted by applicable Law, all such U.S. federal income Tax Returns of the Company and its Subsidiaries for any Pre-Closing Tax Period that ends on the Closing Date shall be prepared by allocating all items accruing on the Closing Date and prior to the Closing to the Company’s taxable period ending on the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) or pursuant to the ratable allocation method under Treasury Regulation Section 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)).

Straddle Period. For purposes of this Agreement, in the case of any Taxes for that are payable with respect to any Tax Period of the Group Companies period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) shall be allocated for all purposes in the case of this Agreement Taxes that are either (i) based upon or related to, income, receipts, payroll or other items of operating income or expense, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the Pre-amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis or otherwise measured by the level of any item, be 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 Tax Period for period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period up to ending on and including the close of business on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (iia) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the Post-Closing Tax Period for the portion of the Straddle Period subsequent ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between times a fraction, the periods described in clauses “(i)” and “(ii)” numerator of the preceding sentence on a per diem basis based on which is the number of calendar days during in the portion of the Straddle Period ending with on and including the Closing Date and number the denominator of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of calendar days in each such periodthe entire Straddle Period.

Straddle Period. (a) Income Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) relating to the Prepre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” determined and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period ended as of the close of business a fiscal year had been formally closed on the Closing Date. For purposes , taking into account carry forward losses available for offset until such period and available tax credits, provided that: (i) any Tax due in relation to the pre-Closing portion of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall which is deductible from the basis of assessment of income Taxes will be made by means treated as immediately deductible for the purpose of a closing calculating income Taxes relating to the pre-Closing portion of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are any Straddle Period even if not immediately deductible under standard Tax rules; and (ii) any allowance or tax credit which is calculated on an annual basis (including depreciation but not limited to research and amortization deductionsdevelopment tax credit) 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 such period. (iii) If the benefit of any carry forward losses, Tax credit or Tax deduction taken into account for purposes of calculating the Straddle Period Liability is subsequently denied by the relevant Tax authority (other than as a result of an event, action, circumstance, condition, occurrence or non-occurrence attributable to the Purchaser or any of its Affiliates occurring after Closing), then the portion of additional Straddle Period Liability resulting from such denial shall become payable by Seller to the Purchaser. The same principles shall apply for all Taxes which might be due in respect of the Straddle Period and calculated by reference to income, profits or gains earned, accrued or received, or deemed to be earned, accrued or received for Tax purposes, during the Straddle Period. (b) Real and personal property Taxes and any other ad valorem Taxes due in relation to the Straddle Period shall be apportioned between the pre-Closing portion of any Straddle Period and the post-Closing portion of any Straddle Period on a per diem basis. (c) Any withholding tax due in relation to a specific payment or a Tax that is due as a result of the disposition of a capital asset shall be allocated to the pre-Closing portion of any Straddle Period if the relevant specific event giving rise to the withholding tax or the disposition of a capital asset occurs on or prior to the Closing Date. For the avoidance of doubt, any such event or disposition occurring after the Closing Date shall not be taken into account in computing the Taxes allocated to the pre-Closing portion of any Straddle Period. (d) For purposes of calculating a Tax due for the Straddle Period, to the extent the applicable Tax rate is not known at the date of the calculation of the Straddle Period Liability, the last available rate shall be applied. For those Taxes or Tax credits the final of which cannot be finally determined at the date of calculation of the Straddle Period Liability, a reasonable estimate taking into account the elements which are known (and for those not known, the one used for the previous Tax period shall be used) shall be made.

Straddle Period. Taxes for Purchaser shall prepare and file or cause to be prepared and filed when due any Tax Period Returns of the Group Companies that includes but does not end Company for Straddle Periods in a manner consistent with the Company’s past practice, except as otherwise required by applicable Law, and in accordance with the provisions of this Agreement. Purchaser shall permit the Sellers’ Representative to review and comment on each Tax Return described in the Closing Date preceding sentence at least thirty (30) days prior to filing, and each such period, a “Straddle Period”) Tax Return shall be allocated for 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 (i) relating to the apportionment of Taxes with respect to a Straddle Period, the portion of such Tax which relates to the portion of such taxable period includible in the Pre-Closing Tax Period (the “Pre-Closing Straddle Period 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 portion entire taxable period multiplied by a fraction, the numerator of which is the number of days of the Straddle Period up to included in the Pre-Closing Tax Period and including the close denominator of business on which is the Closing Date 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 Post-Closing Tax Period for amount which would be payable if the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period relevant taxable period ended as of the close of business on the Closing Date. For purposes The Purchaser, the Sellers’ Representative, each Seller and each of clause their Affiliates (including the Company) agree that notwithstanding the foregoing or anything else herein to the contrary, (a) the Company shall make a “(B)push-out election” under Section 6226 of the preceding sentenceCode (or analogous state or local income Tax law) for any Pre-Closing Tax Period, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing and each of the books Sellers (or its direct or indirect owners) and records each of their Affiliates shall reasonably cooperate with respect thereto, and (b) the Group Companies as of Company shall, for the close of taxable period that includes the Closing Date, providedmake an election under Section 754 of the Code if does not already have in effect a valid election under Section 754 of the Code and, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodcase, each of the Sellers (or its direct or indirect owners) and each of their Affiliates shall reasonably cooperate with respect thereto.

Straddle Period. A. For purposes of this Article VII, whenever it is necessary to determine the liability for Taxes for any Tax Period of the Group Companies Company for a period that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the determination of this Agreement (i) to the Pre-Closing Tax Period Taxes for the portion of the Straddle Period up to ending on and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual taxable year or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day period beginning after the Closing Date and shall be determined (Bi) in the case of Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes either (x) based on sales upon or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net related to income or deductions receipts or (y) imposed in connection with any sale or other items required to determine any Taxes attributable to such transfer or assignment of property, by assuming that the Company had a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of taxable year or period which ended at the close of the Closing DateDate and closing the books of the Company as of such date (and for such purpose the taxable period of any partnership, providedjoint venture or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time), except that exemptions, allowances and or deductions that are calculated on an annual basis, such as the deduction for depreciation shall be apportioned on a time basis and (ii) in the case of Taxes not described in clause (i) that are imposed on a periodic basis and measured by the level of any item, shall be deemed to be the amount of such Taxes (including depreciation and amortization deductionsany minimum) shall be allocated between for the entire 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 period ending on the Closing Date and the period after denominator of which is the number of calendar days for the entire period. B. In the context of real or personal property Taxes, it is expressly provided herein that any deferred Taxes in respect of real or personal property owned by the Company in one or more taxable periods ending on or before the Closing Date shall be treated for all purposes of this Agreement as a Tax of the Company in proportion respect of taxable periods ending on or before the Closing Date, irrespective of the fact that the Tax may not have otherwise been due in respect of such taxable period. The deferred Taxes described in the preceding sentence shall include, without limitation, (i) any real estate holdback or similar Tax which results in an adjustment to the number amount of days Taxes previously due in each such periodrespect of a taxable period ending on or before the Closing Date and (ii) any real estate property Tax in respect of real property which failed to be included on any applicable assessment roll in a taxable period ending on or before the Closing Date.

Straddle Period. For purposes of determining the Taxes payable by the Indemnifying Holders under Section 4.10(e) (Tax Matters; Filing Tax Returns) and the Taxes for which the Indemnifying Holders are liable under Section 6.2(a)(vi) (Indemnification), Taxes for which the Company and its Subsidiaries are liable for any Tax Period of the Group Companies that includes but does not end on taxable period ending after and including the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business period ending on the Closing Date and as follows: (iii) with respect to property Taxes, the Post-Closing Tax Period for amount allocable to the portion of the period ending on the Closing Date shall equal the amount of such property Taxes for such entire Straddle Period subsequent to multiplied by a fraction, the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) numerator of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period that are in the portion of such Straddle Period ending with and including on the Closing Date and the denominator of which is the number of days during in the Straddle Period commencing Period; and (ii) with respect to all other Taxes, the amount allocable to the portion of the period ending on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes shall be determined based on sales or revenue, an actual closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence books used to calculate such Taxes as if such Tax Period tax period ended as of the close of business on the Closing DateDate (and for such purpose, the tax period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time). For purposes In the case of clause “(Bii)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductionsdeductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the period portion of the Straddle Period ending on the Closing Date and the period after portion of the Closing Date Straddle Period thereafter in proportion to the number of days in each such periodportion.

Straddle Period. Taxes for For purposes of subparagraphs (a) and (b) --------------- above, in the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “"Straddle Period”) shall be allocated for all purposes of this Agreement "): (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem "Property Taxes”") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Group Companies Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for a the entire Straddle Period shall be allocated between (limited, however, to those Taxes attributable to the periods described in clauses “(i)” assets of HQGW and “(ii)” its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period ending with that are in the Pre-Closing Tax Period and including the Closing Date and denominator of which is the number of days during in the Straddle Period commencing on Period; and (ii) the day after the Closing Date Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (B) Taxes that are not Per Diem Taxes, including income other than Property Taxes and any transactional other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such as Taxes based on sales or revenueSection), of for the Group Companies for a Straddle Pre-Closing Tax Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period taxable period ended as of the close of business on the Closing Date. For purposes The indemnity obligations of clause “the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B)” ) ten days after the receipt from RSI of the preceding sentence, any allocation of gross or net income or deductions or other items notice that such amount is required to determine any Taxes attributable be paid pursuant hereto. The payments to such be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be made by means appropriately adjusted to reflect any final determination (which shall include the execution of a closing Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause Holdco to within 10 days of the books and records receipt thereof, pay to each of the Group Companies as Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or Holdco at any time after the close of Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date and the or any application of such payments to either a taxable period commencing after the Closing Date in proportion or a portion of a Straddle Period that is subsequent to the number Closing Date, and any interest received by HQGW, any of days in each its Subsidiaries or Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such periodrefund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of this Agreement, the portion of Taxes attributable to the income, property or operations of the Company or Holdco for any Tax Period of taxable period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that begins before the Closing Date and ends on and includes the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on begins the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, ends at the end of the Group Companies for a Straddle Period shall be allocated between (the periods described “Post-Closing Straddle Period”) in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Dateaccordance with this Section 6.04. For purposes of clause “(B)” this Section 6.04, the portion of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Pre-Closing Straddle Period shall be: (a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be made by means of a closing of withheld, deemed equal to the books and records of amount which would be payable if the Group Companies as of the close of taxable year ended with the Closing Date; and (b) in the case of other Taxes, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall deemed to be allocated between the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in each such the entire period. The portion of Taxes attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner.

Straddle Period. Taxes for For purposes of this Agreement, if any Tax (or Tax refund) relates to a Straddle Period (other than Transfer Taxes and VAT and GST Taxes described in Section 6.2), the parties shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to the portion of the Group Companies that includes but does not end Straddle Period ending on (and including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date: (each a) in the case of income Taxes, sales Taxes, employment Taxes, withholding Taxes, and other similar Taxes, such period, a “Straddle Period”) Taxes shall be allocated for all purposes apportioned between the portion of this Agreement the Straddle Period ending on (iand including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date as if a separate Return with respect to the Pre-Closing Tax Period such Taxes was filed for the portion of the Straddle Period up to ending on (and including the close of business on including) the Closing Date using a “closing of the books methodology”; and (iib) to in the Post-Closing Tax Period for case of ad valorem property Taxes and other similar Taxes imposed on a periodic basis, such Taxes shall be apportioned between the portion of the Straddle Period subsequent to the Closing Date. For that purpose, ending on (Aand including) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number the portion of days during the Straddle Period commencing beginning on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, the number of days in the portion of the Group Companies for a Straddle Period shall be allocated between ending on (and including) the periods described Closing Date and the number of days in clauses “(i)” and “(ii)” the portion of the preceding sentence as if such Tax Straddle Period ended as of beginning on the close of business on day after the Closing Date. For purposes of clause “(Ba)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated item determined on an annual or periodic basis (including amortization and depreciation and amortization deductions) shall be allocated between to the period portion of the Straddle Period ending on the Closing Date and based on the period after relative number of days in such portion of the Closing Date in proportion Straddle Period as compared to the number of days in each such periodthe entire Straddle Period.

Straddle Period. (a) For purposes of this Article V, in the case of any Straddle Period, the amount of: (i) any Taxes based on or measured by income or receipts of Seediv for any Tax the portion of such Straddle Period of the Group Companies that includes but does not end ending on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means on the basis of a an interim closing of the books and records of the Group Companies as of the close end of the Closing Date, providedand (ii) ad valorem taxes and franchise taxes based on capitalization, that exemptionsdebt, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shares of stock or membership interests authorized, issued or outstanding, shall be allocated between to the period ending on the Closing Date and by taking the amount of such Taxes for the entire taxable period after including the Closing Date in proportion to Date, multiplied by a fraction the numerator of which is the number of days in such taxable period ending on and including the Closing Date and the denominator of which is the entire number of days in such taxable period; provided however, that if any property, asset or other right of Seediv or the Business is sold or otherwise transferred prior to the Closing Date, then ad valorem taxes pertaining to such property, asset or other right shall be attributed entirely to the portion of the Straddle Period ending on the Closing Date. (b) ARC shall deliver to Seller a copy of any Tax Return of Seediv or with respect to the Business for any Straddle Period, at least 45 calendar days prior to the due date of such Tax Return therefor (giving effect to any extension thereof), accompanied by an allocation between the portion of such Straddle Period ending on the Closing Date and the remainder of the Straddle Period of any Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be binding on Seller, unless, within 20 calendar days after the date of receipt by Seller of such Tax Return and allocation, Seller delivers to ARC a written request for changes to such Tax Return or allocation. ARC shall adopt and incorporate in said Tax Returns changes reasonably requested by Seller. In the event that ARC disagrees with Seller’s written request for changes, it shall notify Seller in writing no more than five calendar days after its receipt of Seller’s written request for changes. If Seller shall, within five calendar days after its receipt of notification of ARC’s disagreement, provide ARC with an opinion of an independent accounting firm reasonably satisfactory to Seller and ARC that substantial authority exists for the position advocated by Seller, ARC shall prepare the Tax Return consistent with the changes suggested by Seller. (c) In the case of each Straddle Period Tax Return, not later than: (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such periodTax Return, or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm reasonably satisfactory to Seller and ARC, Seller shall pay to ARC the portion of the Taxes set forth on such Tax Return that are allocable to the portion of such Straddle Period ending on the Closing Date that has not been previously paid by Seller to ARC or to the appropriate Tax Authority, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made prior to the Closing Date in respect of such Taxes whether as estimated Taxes or otherwise.

Straddle Period. Taxes for For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Company that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement (i) Section 9.5(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Period based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the portion entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period up to and including the close of business on the Closing Date Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the Post-Closing Tax Period for the portion of amount which would be payable if the Straddle Period subsequent to ended on and included the Closing Date. For purposes of clause (ii) of the immediately preceding sentence, any exemption, deduction, credit or other item that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied is calculated on an annual or other periodic basis (“Per Diem Taxes”) will be allocated between the Pre-Closing Straddle Period and the Post-Closing Straddle Period on a pro rata basis by multiplying the total amount of such item for the Group Companies Straddle Period by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period and the denominator of which is the number of calendar days in the Straddle Period. To the extent that any Tax for a Straddle Period shall is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be allocated between deemed to be (1) if the periods described in clauses “(i)” and “(ii)” amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the preceding sentence on Closing Date and multiplying the amount of such Tax by a per diem basis based on fraction the numerator of which is the number of days during the Straddle Period ending with that are in the Pre-Closing Straddle Period and including the Closing Date and denominator of which is the number of days during in the Straddle Period commencing on or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes In the case of clause a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (B)” of ii) computed based on business activity occurring during an accounting period ending prior to the preceding sentencePrivilege Period, any allocation reference to a “Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not the Privilege Period. The portion of gross or net income or deductions or other items required to determine any Taxes Tax attributable to such a Post-Closing Straddle Period shall will be made by means of calculated in a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodcorresponding manner.

Straddle Period. Taxes The Buyers shall duly prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns required to be filed by each of the Company and the Subsidiaries for any Tax Taxable Period of the Group Companies that which includes but does not end on the Auburn Closing Date (each such period, a “Straddle Period”) shall be allocated for all "STRADDLE PERIOD"). For purposes of this Agreement Agreement, in the case of any Straddle Period, Taxes of each of the Company and the Subsidiaries (i"PRE-CLOSING STRADDLE TAX LIABILITY") to for the Pre-Closing Tax Period for the portion of the Straddle Period up to and including shall, where possible, be computed as if such taxable period ended as of the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Auburn Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) purposes of the Group Companies for foregoing, any items attributable to a Straddle Period which cannot be taken into account in the manner so provided shall be allocated between to the periods described in clauses “(i)” and “(ii)” Pre-Closing Straddle Period for purposes of determining the preceding sentence on a per diem basis Pre-Closing Straddle Tax Liability, pro rata, based on upon the number of days during in the Pre-Closing Straddle Period ending with and including Period, as compared to the Closing Date and total number of days during in the Straddle Period, provided that if any Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes Tax is based on sales or revenueincome, then such allocation shall be based upon the amount of net income of each of the Group Companies for a Company or the Subsidiaries, as the case may be, during such Pre-Closing Straddle Period as compared to the total net income in the Straddle Period. For the avoidance of doubt, Taxes or items attributable to the cancellation of intercompany loans or indebtedness pursuant to Section 1.4 shall be allocated between to the periods described Pre-Closing Straddle Period. Furthermore, for the avoidance of doubt, Taxes imposed on the Buyer (or Buyer Affiliate) pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) shall be allocable to the Pre-Closing Straddle Period in clauses “an amount equal to the Taxes which would be imposed on the Company pursuant to Code Section 951 (ior any analogous or similar state or local law or regulation) with respect to the Subsidiaries as if the Auburn Closing Date were the last day of each Subsidiary's taxable year (and taking into account Code Section 951(a)(2)(B)” ) (a "HYPOTHETICAL TAX PERIOD"), and “(ii)” of the preceding sentence computed as if such Hypothetical Tax Period ended as of the close of business on the Auburn Closing Date. For purposes of clause “(B)” of the preceding sentenceUnless otherwise indicated, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Pre-Closing Straddle Period shall be made by means treated as a "Pre-Closing Tax Period" for purposes of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodthis Agreement.

Straddle Period. In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the portion of this Agreement (i) any such Taxes that are treated as relating to the a Pre-Closing Tax Period for purposes of this Agreement shall be: (a) in the case of Taxes that are imposed on a periodic basis (such as such as real property Taxes or other ad valorem Taxes), the determination of the Taxes of each Company for the portion of the Straddle Period up ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and including after the close Closing Date pro rata, based on the number of business days of the Straddle Period in the period before and ending on the Closing Date Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (b) Taxes of each Company not described in Section 6.04(a) (such as (i) Taxes based on the income or receipts of either Company for a Straddle Period, (ii) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Taxes described in Section 6.01(b)), and (iii) withholding and employment Taxes relating to a Straddle Period), the Post-Closing Tax Period determination of the Taxes of either Company for the portion of the Straddle Period subsequent to ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date. For Date shall be calculated by assuming that purposethe Straddle Period consisted of two taxable periods, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) one which ended at the close of the Group Companies Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or credit of either Company for a the Straddle Period shall be allocated between the such two taxable years or periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records basis,” as if the books of the Group Companies as of each Company was closed at the close of the Closing DateDate (and for such purpose, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) the taxable period of any partnership or other pass-through entity in which either Company holds a beneficial interest shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion deemed to the number of days in each terminate at such periodtime).

Straddle Period. Taxes All Tax Returns of the Company and any Company Subsidiary for any Tax Period 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 Group Companies that 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 the Closing Date that day) (each such period, a “Straddle Period”) ), the Taxes, if any, attributable to a Straddle Period shall be allocated for all purposes of this Agreement (ia) to the Pre-Closing Tax Period Sellers for the portion of the Straddle Period period up to and including the close of business on the Closing Date and (iib) to Buyer for the period subsequent to the Closing Date (the “Post-Closing Tax Period for Period”). For purposes of such allocation, the portion amount of the Straddle Period subsequent to (i) any Taxes based on or measured by income, receipts or payroll (other than payroll that is accrued but unpaid as of the Closing Date. For that purpose) 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, (A) real, personal and intangible property Taxes and any other Taxes levied shall in each case be allocated based on an annual or other periodic basis (“Per Diem Taxes”) interim closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” books of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with Company and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended each Company Subsidiary as of the close of business on the Closing Date. For purposes Date (and for such purpose, the taxable period of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions partnership or other items required to determine pass-through entity in which the Company or any Taxes attributable to such Company Subsidiary holds a Straddle Period beneficial interest shall be made deemed to terminate at such time) provided that any transaction (other than the transactions contemplated by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, this Agreement) that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending occurs on the Closing Date and the period after the Closing Date that is not in proportion the ordinary course of business and is undertaken at the direction of Buyer shall be included in the Post-Closing Tax Period. The amount of other Taxes of the Company and each Company Subsidiary shall be apportioned to the Sellers based on the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in each the portion of the taxable period up to and including the Closing Date, and the denominator of which is the number of days in such periodStraddle Period.

Straddle Period. In the case of Taxes for any Tax Period of the Group Companies Company that includes but does not end on are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes of the Company which relate to a Pre-Closing Tax Period shall be: (a) shall be allocated for all purposes in the case of this Agreement Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, the amount of such Taxes of the Company for a Straddle Period which relate to the Pre-Closing Tax Period for the portion shall be determined based on an interim closing of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes ; and (b) in the case of clause “(B)” other Taxes, the amount of such Taxes of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be made deemed to be the amount of such Taxes for the entire Straddle Period multiplied by means a fraction the numerator of a closing which is the number of days in the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period Straddle Period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in each such periodthe entire Straddle Period. (c) For purposes of clause (a), any item determined on an accrual or periodic basis (including amortization and depreciation deductions and the effect of graduated rates), other than with respect to property placed in service after the Closing, shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (a) for periodic Taxes. (d) This Section 6.02 shall not apply to Transfer Taxes.

Straddle Period. Taxes for any Tax Period period of the Group Target Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period Securityholders for the portion of the Straddle Period Tax period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period Parent for the portion of the Straddle Period subsequent to Tax period beginning after the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close end of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close end of the Closing Date, provided, provided that exemptions, allowances and allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Eastern time on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period. In the case of Taxes for that are payable by the Acquired Company with respect to any Tax Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period of ending on and including the Group Companies that includes but does not end on the applicable Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement be: Exhibit B - 24 (i) to in the Pre-Closing Tax Period for the portion case of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For Taxes that purpose, are (A) realbased upon or related to income or receipts, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), (C) value added Taxes that are not Per Diem or (D) withholding Taxes, including income Taxes deemed equal to the amount that would be payable if the applicable taxable period ended with (and any transactional Taxes such as Taxes based on sales or revenue, of included) the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the applicable Closing Date. For purposes ; provided that the amount of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be that are allocated between to the period ending on the applicable Closing Date shall be deemed to be the amount of such exemptions, allowances or deductions for the entire applicable Straddle Period, multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the applicable Straddle Period ending on the applicable Closing Date and the period after the Closing Date in proportion to denominator of which is the number of calendar days in each the entire applicable Straddle Period; and (ii) in the case of all other Taxes, deemed to be the amount of such Taxes for the entire applicable Straddle Period, multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the applicable Straddle Period ending on and including the applicable Closing Date and the denominator of which is the number of calendar days in the entire applicable Straddle Period; provided, however, that Taxes shall be treated as due for the period during which the base of such Taxes are determined without regard to whether the payment of such Taxes provides the right to business or other benefits for another period.

Straddle Period. The Seller Representative, the Company and Buyer agree to utilize the following conventions for determining the amount of Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) attributable to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business ending on the Closing Date for purposes of this Agreement: (i) in the case of property Taxes and (ii) other similar Taxes imposed on a periodic basis, the amount attributable to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to ending on the Closing Date. For that purpose, (A) real, personal and intangible property Date shall equal the Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of for the Group Companies for a entire Straddle Period shall be allocated between multiplied by a fraction, the periods described in clauses “(i)” and “(ii)” numerator of the preceding sentence on a per diem basis based on which is the number of calendar days during in the Straddle Period ending with and including the Closing Date and number portion of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after 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 and withholding Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the day on the Closing Date using a “closing of the books methodology.” For purposes of clauses ‎(i) and ‎(ii), any item determined on an annual or periodic basis (including amortization and depreciation) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in proportion such portion of the Straddle Period as compared to the number of days in each the entire Straddle Period; provided that any deductions for bonus depreciation and for research and experimental expenditures for the Straddle Period attributable to an asset acquired by the Company, or to research and experimental expenditures incurred, before or after the Closing Date shall be allocated to the portion of the Straddle Period during which such periodasset was acquired or such expenditure was incurred.

Straddle Period. Taxes for Other than with respect to any Tax Period Purchased Company that is a Canadian entity, in the case of the Group Companies any taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the portion of this Agreement (i) any Taxes relating to or of the Pre-Closing Tax Period for Transferred Assets or the Purchased Companies that are allocable to the portion of the Straddle Period up to and including the close of business ending on the Closing Date shall be (x) in the case of Taxes that are imposed on a periodic basis, the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), 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 (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (iiy) in the case of Taxes not described in (x), the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books (and for such purpose, the taxable period of any “controlled foreign corporation”, partnership or “flow-through” entity in which the Purchased Companies hold a beneficial interest will be deemed to terminate at such time). For purposes of clause (y) of the Post-Closing Tax Period for preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date on a pro rata basis, determined by multiplying the entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on (and the period after including) the Closing Date in proportion to and the denominator of which is the number of calendar days in each such periodthe entire Straddle Period. With respect to any Purchased Company that is a Canadian entity, “Straddle Period” shall mean any taxable period that includes (but does not begin or end on) the Closing Date, and a methodology equivalent to that described above in this Section 5.9(i) shall apply in determining the portion of any Taxes relating to or of the Transferred Assets or the Purchased Companies that are allocable to the portion of the Straddle Period ending on the day immediately preceding the Closing Date.

Straddle Period. Taxes for any Tax Period The parties shall, unless prohibited by applicable Law, close the taxable period of the Group Companies that includes but Company and its Subsidiaries as of the Closing Date. If applicable Law does not end permit the Company or any of its Subsidiaries to close its taxable year on the Closing Date (each such period, or in any case in which a “Tax is assessed with respect to a Straddle Period”) shall be allocated for all purposes of this Agreement , (i) to Taxes (other than Taxes described in clause (ii) below) of the Pre-Closing Tax Company and its Subsidiaries for the Straddle Period for shall be apportioned between the portion of the Straddle Period up to and including the close of business ending on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based beginning on the number of days during the Straddle Period ending with and including day following the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, a “closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)books” and “(ii)” of the preceding sentence as if such Tax Period ended method as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close end of the Closing Date, provided, that exemptions, allowances and or deductions that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) 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 such period; and (ii) real, personal and intangible property Taxes and other Taxes imposed on a periodic basis of the Company and its Subsidiaries for the Straddle Period shall be apportioned between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning on the day following the Closing Date based on the number of days in each such period as compared to the total number of days in such Straddle Period. For purposes of Section 7.08(a)(ii), (A) Taxes attributable to any extraordinary transactions occurring after the Effective Time on the Closing Date shall be allocated to the day following the Closing Date and (B) Taxes attributable to any extraordinary transactions occurring before or at the Effective Time on the Closing Date shall be allocated to the Closing Date. The Parties also agree that all Transaction Tax Deductions will be allocated to the day of the Closing Date.

Straddle Period. Taxes for For purposes of this Agreement, any Tax Period with respect to the income, property or operations of the Group Companies Company or any of its Subsidiaries or the Surviving Corporation that includes but does not end is attributable to any taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the end of the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 8.10(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

Straddle Period. Taxes for any Tax Period period of the Group Target Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period Seller for the portion of the Straddle Period Tax period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period Buyer for the portion of the Straddle Period Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close end of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close end of the Closing Date, provided, provided that exemptions, allowances and allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Central time on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Ordinary Course of Business that are taken by the Buyer after the Closing on the Closing Date (which, for the avoidance of doubt, shall not include any of the actions set forth in Section 7.08) shall be allocated to Buyer.

Straddle Period. (a) In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “"Straddle Period”) shall be allocated "), the portion of any such Taxes that are treated as Pre-Closing Taxes for all purposes of this Agreement shall be: (i) in the case of Taxes (x) based upon, or related to, income, receipts, profits, wages, capital or net worth, (y) imposed in connection with the sale, transfer or assignment of property, or (z) required to be withheld, deemed equal to the Pre-Closing Tax Period for amount which would be payable if the portion of the Straddle Period up to and including the close of business on taxable year ended with the Closing Date and Date; and (ii) in the case of other Taxes, deemed to be the Post-Closing Tax Period amount of such Taxes for the portion entire period multiplied by a fraction the numerator of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in the entire period. (b) Buyer shall prepare or cause to be prepared, and file or cause to be filed, all income Tax Returns for the Company for all Tax periods that begin on or before and end after the Closing Date (each such Tax period, a "Straddle Period" and each such Tax Return, a "Straddle Period Income Tax Return"). All Straddle Period Income Tax Returns shall be prepared consistent with the past practice of the Company. At least thirty (30) days prior to the date on which any Straddle Period Income Tax Return is required to be filed (taking into account any valid extensions), Buyer shall submit such Straddle Period Income Tax Return and a pro forma income Tax Return for the portion of the Straddle Period ending on the Closing Date (a "Pro Forma Return"), to Seller for Seller's review. Seller shall provide written notice to Buyer of its disagreement with any items in such Straddle Period Income Tax Return or related Pro Forma Return within fifteen (15) Business Days of its receipt of such Straddle Period Income Tax Return or related Pro Forma Return, and if Seller fails to provide such notice, such Straddle Period Income Tax Return, and any related Pro Forma Return, shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Straddle Period Income Tax Return. If Buyer and Seller are unable to resolve any dispute regarding any Straddle Period Income Tax Return or related Pro Forma Return within five (5) Business Days after Seller delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by the Accounting Firm in accordance with the dispute resolution procedure set forth in Section 6.01(a) with all references therein to the "Draft Pre-Closing Income Tax Return" being deemed references to the Straddle Period Income Tax Return and the related Pro Forma Return.

Straddle Period. For purposes of determining the Taxes for which the Indemnifying Stockholders are liable under Section 6.2(a)(iii)(A) (Indemnification), Taxes for which the Company and its Subsidiaries are liable for any Tax Period of the Group Companies that includes but does not end on taxable period ending after and including the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business period ending on the Closing Date as follows: (i) with respect to real and (ii) personal property Taxes and other similar periodic Taxes, the amount allocable to the Post-Closing Tax Period for the portion of the period ending on the Closing Date shall equal the amount of such Taxes for such entire Straddle Period subsequent to multiplied by a fraction, the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) numerator of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period that are in the portion of such Straddle Period ending with and including on the Closing Date and the denominator of which is the number of days during in the Straddle Period commencing Period; and (ii) with respect to all other Taxes, the amount allocable to the portion of the period ending on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes shall be determined based on sales or revenue, an actual closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence books used to calculate such Taxes as if such Tax Period tax period ended as of the close of business on the Closing DateDate (and for such purpose, the tax period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time). For purposes In the case of clause “(Bii)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductionsdeductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the period portion of the Straddle Period ending on the Closing Date and the period after portion of the Closing Date Straddle Period thereafter in proportion to the number of days in each such periodportion. The Company shall elect to close the books on the Closing Date to treat such taxable year as two separate taxable years. The first taxable year shall begin on January 1, 2016 and end on the Closing Date, and the second taxable year shall begin on the Closing Date and end on December 31, 2016.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) ), the Taxes with respect to the Pre-Closing Tax Period for income, property or operations of any member of the portion Company Group will be apportioned between the period of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 8.8(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

Straddle Period. Taxes for For purposes of subparagraphs (a) and (b) above, in the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement ): (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Property Taxes”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Group Companies Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for a the entire Straddle Period shall be allocated between (limited, however, to those Taxes attributable to the periods described in clauses “(i)” assets of HQGW and “(ii)” its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period ending with that are in the Pre-Closing Tax Period and including the Closing Date and denominator of which is the number of days during in the Straddle Period commencing on Period; and (ii) the day after the Closing Date Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (B) Taxes that are not Per Diem Taxes, including income other than Property Taxes and any transactional other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such as Taxes based on sales or revenueSection), of for the Group Companies for a Straddle Pre-Closing Tax Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period taxable period ended as of the close of business on the Closing Date. For purposes The indemnity obligations of clause “the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder’s Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder’s Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B)” ) ten days after the receipt from RSI of the preceding sentence, any allocation of gross or net income or deductions or other items notice that such amount is required to determine any Taxes attributable be paid pursuant hereto. The payments to such be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be made by means appropriately adjusted to reflect any final determination (which shall include the execution of a closing Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause Holdco to within 10 days of the books and records receipt thereof, pay to each of the Group Companies as Shareholders an amount equal to such Shareholder’s Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or Holdco at any time after the close of Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date and the or any application of such payments to either a taxable period commencing after the Closing Date in proportion or a portion of a Straddle Period that is subsequent to the number Closing Date, and any interest received by HQGW, any of days in each its Subsidiaries or Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such periodrefund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the amount of this Agreement (i) any Taxes attributable to the Pre-Closing Tax Period shall be determined as follows: (i) in the case of Taxes that are either (x) based upon or related - 50 - to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date, and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be 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 Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period up to and including the close of business ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (iii) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the Post-Closing Tax Period for the portion of the Straddle Period subsequent ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.02 shall be computed by reference to the level of such items on the Closing Date. For that purposeThe Parties hereto will, (A) realto the extent permitted by applicable Law, personal and intangible property Taxes and elect with the relevant Taxing Authority to treat a portion of any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on as a per diem basis based on the number of days during the Straddle Period short taxable period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes for (a) For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of the Company or any of its Subsidiaries that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the end of the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 7.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period. (b) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company and its Subsidiaries that are due with respect to any Straddle Period or Pre-Closing Tax Period other than Tax Returns for which the due date (with applicable extensions) falls on or before the Closing Date. The Members shall pay or cause to be paid all Taxes shown as due and owing on such Tax Returns (in the case of a Tax Return for a Straddle Period, Taxes attributable to the Pre-Closing Straddle Period) within five days of the Buyer’s request thereof.

Straddle Period. Taxes for any Tax Period period of the Group Target Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement according to the following methodology: (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies of, Voyage Holdings and its Subsidiaries for a Straddle Period shall be allocated between to the periods described in clauses “(i)” and “(ii)” portion of the preceding sentence Straddle Period ending with and including the Closing Date and the portion of the Straddle Period commencing on the day after the Closing Date on a per diem basis based on the number of days during the portion of the Straddle Period ending with and including the Closing Date and number of days during the portion of the Straddle Period commencing on the day after the Closing Date Date, and (Bii) Taxes that are not Per Diem Taxes, including income Income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” portion of the preceding sentence Straddle Period ending with and including the Closing Date as if such Tax Period period ended as of the close end of business on the Closing Date. For purposes of clause “(B)” ii) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close of the Closing DateClosing, provided, provided that exemptions, allowances and allowances, deductions or other items that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on as of the end of the Closing Date and the period commencing on the day after the Closing Date in proportion to the number of days same method as described in each such periodclause (ii) for Per Diem Taxes.

Straddle Period. Taxes for (a) The ▇▇▇▇▇▇ Entities, and SCOLP agree that the taxes related to any Tax Period of the Group Companies tax period that includes but does not end begins on or before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) with respect to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business Owner ending on the Closing Date and (ii) to shall be treated as provided herein. In the Post-Closing Tax Period for the portion case of the Straddle Period subsequent to the Closing Date. For that purpose, (A) any real, personal and intangible ad valorem property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Property Taxes”) of ), the Group Companies for a Straddle Period Property Taxes shall be allocated between the periods described as provided in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Section 6.1 herein. Taxes that are not Per Diem Taxes, including income other than Property Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period taxable period ended as of the close of business on the date of Closing. (b) To the extent the Owner is required by law to file a Tax Return, the Owner shall prepare and file all Tax Returns for the activities of Owner for any taxable period that ends on or before the date of Closing Date(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. For purposes The Owner 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 clause “all allowable extensions). The Owner shall give due consideration to such changes as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (Bwhich shall not be unreasonably withheld, conditioned or delayed)” . (c) SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns for the activities of the preceding sentence, Owner for any allocation taxable period that ends after the Closing (the “Post-Closing Date Tax Returns”). SCOLP shall provide Associates with a copy of gross any Post-Closing Date Tax Return to be filed by or net income or deductions or other items required with respect to determine the Owner for any Taxes attributable Straddle Period at least ten (10) business days prior to the date such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions). SCOLP shall be made by means of a closing of the books give due consideration to such changes as Associates reasonably requests and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the not file any Post-Closing Date and the period after the Closing Date in proportion to the number of days in each such periodTax Returns covering a Straddle Period without Associates’ consent (which shall not be unreasonably withheld, condition or delayed).

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the amount of any income Taxes for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion shall be determined based on an interim closing of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company holds a beneficial interest shall be deemed to terminate at such time). For In the case of Taxes that are payable with respect to any Straddle Period of the Company, for purposes of clause “(B)” allocating such Taxes between that portion of the preceding sentenceStraddle Period ending on or before the Closing Date (the “Pre-Closing Date Straddle Period”) and that portion of the Straddle Period beginning after the Closing Date (the “Post-Closing Date Straddle Period”), the portion of such Taxes related to the Pre-Closing Date Straddle Period will be deemed to be: (A) in the case of income Taxes, franchise and margin Taxes, Taxes measured in whole or in part by reference to gross revenues or receipts, excise, employment, gross receipts and other similar Taxes, sales and use Taxes and Taxes imposed in connection with any allocation of gross or net income or deductions sale or other items required transfer or assignment of property (real or personal, tangible or intangible), equal to determine any Taxes attributable to such a Straddle Period shall the amount that would be made by means payable if the taxable year of a the Company terminated based on an interim closing of the books and records of the Group Companies as of the close of the Closing Date, providedand based on accounting methods, elections and conventions that do not have the effect of distorting income and expenses; provided that exemptions, allowances and 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 (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, equal to 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 days during the Straddle Period that are in the Pre-Closing Date Straddle Period and the denominator of which is the number of days in the Straddle Period. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with the past practice of the Company with respect to such items, unless otherwise required by Applicable Law.

Straddle Period. Taxes for For purposes of this Section 5.6, the portion of Tax with respect to the income, property or operations of the Transferred Company that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for apportioned between the portion of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 5.6.4. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each such periodthe Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date, and (c) be borne and paid by Seller (to the extent not included in the Final Closing Working Capital). The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for For all purposes of this Agreement (i) Agreement, in the case of any Taxes for any Straddle Period, the amount of Taxes allocable to the Pre-Closing Straddle Period shall be deemed to be (a) in the case of any sales or use Taxes, value-added Taxes, employment Taxes, withholding Taxes, and any Tax Period based upon or measured by income, receipts or profits earned during a taxable period, based upon occupancy during a taxable period, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), the amount of any such Taxes determined as if such taxable period ended as of the end of the Pre-Closing Straddle Period; and (b) in the case of any other Taxes not described in clause (a) above and imposed on a periodic basis (such as real or personal property Taxes), the amount of Taxes for the portion of the entire Straddle Period up to multiplied by a fraction, the numerator of which is the number of 4862-8185-4004 v.19 calendar days in the Pre-Closing Straddle Period and including the close denominator of business which is the number of calendar days in the entire relevant Straddle Period. For purposes of these determinations, (i) any carryforward of charitable contribution deductions, Tax credits, or other Tax attributes from a Tax period ending on or before the Closing Date and (ii) to a Straddle Period will be deemed to be used fully in the Pre-Closing Straddle Period before being used in the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purposePeriod, (Aii) real, personal the Phantom Share Amount and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for all Company Expenses that are allowed under applicable Tax Law in a Straddle Period shall be allocated between to the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Pre-Closing Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date Period, and (Biii) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall will be allocated between to the period ending on Pre-Closing Straddle Period in the same proportion as the number of calendar days during the Pre-Closing Date and the period after the Closing Date in proportion Straddle Period bears to the number of calendar days in each such periodthe entire Straddle Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing determinations, any deductions attributable to the Phantom Share Amount, Company Expenses, repayment of Indebtedness, any employee bonuses, severance payments, debt prepayment fees, capitalized debt costs, or any other liabilities to the extent taken into account in the determination of Net Working Capital or otherwise for adjustments to the purchase price pursuant to Sections 1.3 or 1.5 shall be allocated to the Pre-Closing Straddle Period.

Straddle Period. Taxes for For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of the Company or any Subsidiary that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to apportioned between the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion period of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 8.3(c). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

Straddle Period. Taxes for any Tax Period period of the Group Companies Company that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date Date, and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that this purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies Company for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and the number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies Company for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies Company as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all For purposes of this Agreement (i) determining the amount of Taxes that relate to the a Pre-Closing Tax Period (or portion of any Straddle Period ending on or prior to the Closing Date), the Parties agree as follows: (a) in the case of real property Taxes, personal property Taxes, any payments made under the Payment in Lieu of Taxes Agreement for the Facility with the Town of Scriba, Mexico Academy & Central School District and County of Oswego, ad valorem Taxes, and other similar Taxes levied on a periodic basis, whether imposed or assessed before or after the Closing Date, the amount of Taxes that are attributable to the portion of the Straddle Period up to and including ending on (or in the close case of business on employment Taxes, the day before) the Closing Date and (ii) to shall be determined by multiplying the Post-Closing Tax Taxes for the entire Straddle Period for by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period denominator of which is the number of calendar days in the entire Straddle Period; and (b) in the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes), whether imposed or assessed before or after the Closing Date in proportion Date, the amount of Taxes that are attributable to the number portion of days the Straddle Period ending on (or in each the case of employment Taxes, the day before) the Closing Date shall be determined as if Seller filed a separate Tax Return with respect to such periodTaxes for the portion of the Straddle Period ending on (or in the case of employment Taxes, the day before) the Closing Date using a "closing of the books methodology." For purposes of this clause (b), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on (or in the case of employment Taxes, the day before) the Closing Date based on the mechanics set forth on clause (a) for periodic Taxes.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Effective Date (each such period, ( a “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of Company and its Subsidiaries or in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) shall be allocated of property for all purposes of this Agreement (i) to the Pre-Closing Effective Date Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” determined based on an interim closing of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes Effective Date (and for such purpose, the taxable period of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions partnership or other items required pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be deemed to determine any terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period that relates to the Pre-Effective Date Tax Period shall 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 in the taxable period ending on the Effective Date and the denominator of which is the number of days in such Straddle Period. Notwithstanding the foregoing, all Taxes attributable to such a Straddle Period the Pre-Closing Restructuring shall be made allocated solely to the Pre-Effective Date Tax Period and shall be the sole obligation of Seller. In the case of any Straddle Period, the amount of any Taxes based on or measured by means (i) income or receipts of a Company and its Subsidiaries or (ii) in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) of any property, for all taxable periods ending after the Effective Date and the portion after the Effective Date for any taxable period that includes (but does not end on) the Effective Date (“Post- Effective Tax Period”) shall be based on an interim closing of the books and records of the Group Companies Company as of the close of business on the Closing DateEffective Date (and for such purpose, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be allocated between the period ending on the Closing Date deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period that related to the Post- Effective Tax Period shall be deemed to be the amount of such Tax for the entire taxable period after multiplied by a fraction the Closing Date in proportion to numerator of which is the number of days in each such periodthe taxable period beginning on the day after the Effective Date and the denominator of which is the number of days in the Straddle Period.

Straddle Period. Taxes for any For purposes of this Agreement, the portion of Tax Period with respect to the income, property or operations of the Group Companies Company and its Affiliates that includes but does not end on is attributable to any Straddle Period will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (each such period, a the “Pre-Closing Straddle Period”) shall be allocated for all purposes of this Agreement (i) to and the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 6.3. The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value- added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of determining the amount of Taxes of the Target Companies taken into account for any Tax Period of the Group Companies purpose under this Agreement for a period that includes but does not end on the Closing Date (each such period, a “Straddle Period”) ), such Taxes shall be allocated for all purposes of this Agreement according to the following methodology: (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the portion of the Straddle Period ending with and including the Closing Date and number of days during the portion of the Straddle Period commencing on the day after the Closing Date Date, and (Bii) Taxes that are not Per Diem Taxes, including income Income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” portion of the preceding sentence Straddle Period ending with and including the Closing Date as if such Tax Period period ended as of the close of business 11:59 p.m. Eastern time on the Closing Date. For purposes of clause “(B)” ii) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close of the Closing DateClosing, provided, that exemptions, allowances and allowances, deductions or other items that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) ), excluding any amount of depreciation and amortization deductions arising from the transaction contemplated by the Agreement, shall be allocated between the period ending as of 11:59 p.m. Eastern time on the Closing Date and the period after the Closing Date in proportion to the number of days same method as described in each such periodclause (ii) for Per Diem Taxes.

Straddle Period. In the case of any Straddle Period, the amount of any Taxes (a) based on or measured by income, receipts or payroll of the Acquired Entities, (b) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property or (c) sales and use taxes, value-added taxes, employment taxes, withholding taxes or similar Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion shall be determined based on an interim closing of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes Date (and in the case of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means the ownership of a closing any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the books and records Code or any comparable state, local or non-U.S. Law), as if the taxable period of the Group Companies such partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the close end of the Closing Date, ) (provided, however, that exemptions, any exemptions or allowances and deductions that are calculated on an annual or other periodic basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Pre-Closing Date Tax Period and the period after the Post-Closing Date Tax Period in proportion to the number of days in each such period), and the amount of other Taxes of the Acquired Entities that relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such taxable period. For the avoidance of doubt, for purposes of allocating Taxes imposed under Section 951A of the Code in respect of the Foreign Subsidiary, the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) in respect of the Pre-Closing Tax Period shall equal the product of (i) the Foreign Subsidiary’s “qualified business asset investment” (as defined in Section 951A(d)(1) of the Code) for the taxable year of the Foreign Subsidiary that includes the Closing Date (determined as though such taxable year ended on the Closing Date), and (ii) a fraction, the numerator of which is the number of days in the portion of such taxable year ending on the Closing Date and the denominator of which is the total number of days in such taxable year.

Straddle Period. Taxes for For all purposes under this Agreement (including the determination of any Tax Period Refund), in the case of the Group Companies any taxable period that includes (but does not end on on) the Closing Date (each such periodeach, a “Straddle Period”), the portion of such Tax which relates to the portion of such taxable period ending on (and including) the Closing Date shall be allocated for all purposes of this Agreement (i) in the case of any Taxes other than Taxes described in clause (ii) below, be deemed to be the Pre-Closing amount of such Tax Period for the portion entire taxable period multiplied by a fraction the numerator of which is the Straddle Period up to number of days in the taxable period ending on (and including the close of business on including) the Closing Date and (ii) to the Post-Closing Tax Period for the portion denominator of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on which is the number of days during in the Straddle Period ending with entire taxable period and including (ii) in the case of any Tax based upon or related to income, sales, withholding, payroll, or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended at the end of the Closing Date and number and, in the case of days during the Straddle Period commencing on the day after the Closing Date and (B) any such Taxes that are not Per Diem Taxesattributable to the ownership of any equity interest in a partnership, including income Taxes and any transactional Taxes such as Taxes based on sales other “flow-through” entity or revenue, “controlled foreign corporation” (within the meaning of Section 957(a) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(iCode or any comparable U.S. state or local or foreign Law)” and “(ii)” of the preceding sentence , as if such Tax Period the taxable period of that entity ended as of the close of business on the Closing Date. For purposes of clause “Date (B)” of the preceding sentence, any allocation of gross whether or net income or deductions or other items required to determine any not such Taxes attributable to such arise in a Straddle Period of the applicable owner); provided, that any transactions consummated at the direction of the Buyer at or following the Closing that are not in the ordinary course of business and not contemplated by this Agreement and that give rise to any item of income or gain for any of the Acquired Companies shall be made by means of a closing considered to be attributable to the portion of the books and records of Straddle Period that commences on the Group Companies as of the close of day following the Closing Date, provided, . In the case of any Taxes of any Acquired Company for a Straddle Period that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on have been paid prior to the Closing Date and that were not taken into account in the period after final determination of Net Working Capital pursuant to this Agreement, Buyer shall reimburse the Closing Date in proportion to the number of days in each Seller for such periodTaxes.

Straddle Period. In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the portion of any such Taxes that are treated as Pre-Closing Taxes for all purposes of this Agreement shall be: (ia) in the case of Taxes based upon, or related to, income or receipts, deemed equal to the Pre-amount which would be payable if the taxable year ended with the Closing Tax Period Date; and (b) in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period up to and including the close of business ending on the Closing Date and (ii) on a pro rata basis determined by multiplying the total amount of such item allocated to the Post-Closing Tax Straddle Period for times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period subsequent ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.03 shall be computed by reference to the level of such items on the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Group Companies for Company and the Subsidiaries. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on as a per diem basis based on the number of days during the Straddle Period short taxable period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes To the extent it is necessary for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to allocate or apportion Taxes in respect of a Straddle Period, the Pre-Closing Tax Period for amount of Taxes payable by or with respect to ‎the Group Companies in respect of the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the shall be apportioned between ‎the portion of the Straddle Period subsequent to that begins on or before the Closing Date. For that purpose, Date and ends on the Closing ‎Date (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (the “Per Diem TaxesPre-Closing Straddle Period”) and the portion of the Group Companies for a such Straddle Period that begins after ‎the Closing Date (the “Post-Closing Straddle Period”) as follows: (i) any property or ad valorem ‎Taxes shall be allocated between the periods described in clauses “(i)” Pre-Closing Straddle Period and “(ii)” of the preceding sentence Post-Closing Straddle Tax ‎Period on a per diem basis based on the number of days during basis, and (ii) in respect to all other Taxes (including, without limitation, income Taxes, and all ‎sales, use, value added, goods and service and other similar Taxes, and all employment, payroll, ‎withholding, and other similar Taxes) as if the Straddle Period ending with ended on (and including included) the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes‎Date, including income Taxes and any transactional Taxes with such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a the Pre-Closing Straddle Period shall be made by means of a and the Post-Closing Straddle ‎Tax Period determined based on an interim closing of the books and records of the Group Companies relevant Target Company as of the close ‎end of the Closing Date, provided, provided that exemptions, allowances and or deductions that are calculated on an ‎an annual basis (including depreciation and amortization deductionsor on a monthly basis, where required) shall be allocated between the period ending on the Pre-Closing Date Straddle Period and the period after the Post-Closing Date ‎Straddle Period in proportion to the number of days in each such period.period‎.

Straddle Period. (a) In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on are payable by a Company with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the portion of any such Taxes that are treated as Pre-Closing Taxes for all purposes of this Agreement shall be: (i) to in the Pre-Closing Tax Period for the portion case of the Straddle Period up to and including the close of business on the Closing Date and Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the Post-Closing Tax Period for amount which would be payable if the portion of the Straddle Period subsequent to taxable year ended with the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “; and (ii)” ) in the case of other Taxes, deemed to be the preceding sentence on amount of such Taxes for the entire period multiplied by a per diem basis based on fraction the numerator of which is the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in the entire period. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each Company that are filed after the Closing Date for any Straddle Period (a “Straddle Period Tax Returns”). Buyer shall permit Sellers’ Agent to review and comment on each such periodStraddle Period Tax Return, together with any and all workpapers supporting the creation of the Pre-Closing Period Tax Return, at least 20 days prior to filing and Buyer shall consider, in good faith, the reasonable comments so provided. Sellers shall be responsible for all Pre-Closing Taxes of the Company shown on such Straddle Period Tax Returns, and Sellers shall pay to (or as directed by) Buyer its share of all Pre-Closing Taxes as shown on such Straddle Period Tax Returns no less than five Business Days before the due date of such Straddle Period Tax Returns; provided, however, that if the amount of Sellers Pre-Closing Taxes as shown on such Straddle Period Tax Returns is greater than it would have been if Buyer had prepared such Straddle Period Tax Returns in a manner consistent with the past practices of Company (it shall be deemed consistent with past practices if differences are required by changes in Law, ordinances, judgments, decrees and orders and governmental rules and regulations that are binding upon Company), then Sellers shall, at the time of filing the Straddle Period Tax Return, be required to pay to Buyer only the difference of: (i) the amount of Pre-Closing Taxes they would have paid had the Straddle Period Tax Return been prepared consistent with the past practices of the Company minus; (ii) any prepayments made by Company or Sellers (to IRS or other applicable taxing body) for such Pre-Closing Taxes. In the event such prepayments exceed the amount owed to Buyers for Pre-Closing Taxes, the overage shall be applied to Working Capital or otherwise settled to Sellers. (c) Buyer and Sellers’ Agent shall cooperate fully, as and to the extent reasonably requested by the other, in connection with any Contest with respect to Straddle Period Tax Returns. Buyer will have control over any such Contest, through counsel of its own choosing, however, any expenses associated with such Contest shall be allocated between Sellers and Buyer based upon the percentage of Pre-Closing Tax liability to total Tax liability shown on such Straddle Period Tax Returns. Sellers shall also have the right to participate in such Contest through the Sellers’ Agent and counsel of their choosing at their own expense. (d) Upon the final resolution of liability for any Tax due on any Straddle Period Tax Return, including after resolution of any Contest, Sellers shall pay to Buyer any deficiency between the amount already paid by Sellers to Buyer pursuant to Section 6.02(b) above, and the Pre-Closing Taxes of the Company shown on such final Straddle Period Tax Returns. (e) Any Tax refunds that are received by any Company that relates to the Straddle Period Tax Returns (net of any Tax cost and any other cost) shall be allocated between Sellers and Company based upon their respective percentage of taxes paid under Section 6.02(b) above; provided, however any Tax refund for a Straddle Period shall not be deemed to be for a Pre- Closing Tax Period on account of any carryover of a net operating loss, net capital loss, Tax credit, Tax basis or other Tax item arising from a Pre-Closing Tax Period. Buyer shall pay over to Sellers any such refund or the amount of any such credit within 15 days after receipt of such refund. (f) Any disputes between the Sellers’ Agent and Buyer with respect to the amount of taxes owing by the Sellers for such Straddle Period Tax Returns shall be resolved by the Independent Accountant, the cost of which shall be borne 50% by Sellers and 50% by Buyer.

Straddle Period. For purposes of this Agreement, the following conventions shall be utilized for determining the amount of Taxes for any Tax Period attributable to the portion of the Group Companies that includes but does not end Straddle Period ending on the Closing Date: (A) 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 Closing Date (each such periodshall equal the Taxes for the entire Straddle Period multiplied by a fraction, a “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 Straddle Period”; and (B) 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 Closing Date shall be allocated for all purposes of this Agreement (i) determined as if the Company and its Subsidiaries filed a separate Tax Return with respect to the Pre-Closing Tax Period such Taxes for the portion of the Straddle Period up to and including ending as of the close end of business the day on the Closing Date using a “closing of the books” methodology. For purposes of clause (B), (1) any Tax or item of income, gain, loss, deduction, or credit resulting from a transaction engaged in by the Company or its Subsidiaries on the Closing Date, but after the Closing, that is outside of the ordinary course of business and (ii) not contemplated by this Agreement, shall be allocated to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing beginning on the day after the Closing Date Date; and (B2) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period Transaction Tax Deductions shall be allocated between to the periods described in clauses “(i)” and “(ii)” portion of the preceding sentence as if such Tax Straddle Period ended as of the close of business ending on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. In order to apportion appropriately any Taxes for of any Tax Period of the Group Companies Purchased Entities relating to any taxable year or period that includes but does not end begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the parties hereto will, to the extent permitted under applicable Legal Requirements, elect with the relevant Governmental Authority to treat for all purposes the Closing Date as the last day of this Agreement (i) to the taxable year or period of each of the Purchased Entities, and the portion of such Straddle Period ending on the Closing Date will be treated as a short taxable year and a “Pre-Closing Period” for purposes of this Section 7.7. In any case where applicable Legal Requirements do not permit one or more of the Purchased Entities to treat the Closing Date as the last day of the taxable year or period with respect to Taxes that are payable with respect to a Straddle Period, the portion of any such Tax Period for that is allocable to the portion of the Straddle Period up to and including the close of business ending on the Closing Date and will be: 7.7.1.1. in the case of Taxes other than Taxes described in Section 7.1 or subparagraph 7.7.1.2 below, the amount of Tax which would have been payable had the relevant taxable year or period of the relevant Purchased Entity ended on the Closing Date (iiexcept that, any Taxes attributable to sales, distributions or other transactions (other than transactions in the Ordinary Course of Business) that accrue on the Closing Date, but after the Closing, will be treated as allocable to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing beginning on the day after the Closing Date and (B) Date); and 7.7.1.2. in the case of Taxes that are not Per Diem Taxesimposed on a periodic basis and measured by the level of any item, including income deemed to be the amount of such Taxes and any transactional Taxes such as Taxes based on sales or revenue, for the entire period multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Group Companies for a Straddle Period shall be allocated between for the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period relevant Purchased Entity ending on the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of calendar days in each such periodthe entire Straddle Period for the relevant Purchased Entity.

Straddle Period. For purposes of this Agreement, any Taxes relating to the Acquired Assets or the conduct or operation of the AirCard Business (excluding, for the avoidance of doubt, any income or gross receipts Tax) for a Tax Period of the Group Companies that includes includes, but does not end on, the Closing (a “Straddle Period” and - 67 - such Taxes, “Straddle Period Taxes”) shall be apportioned between the applicable Seller, on the one hand, and the applicable Buyer, on the other hand, based on the portion of the period ending at 11:59 p.m. on the Closing Date (each such periodand the portion of the period beginning on the day after the Closing Date, a “Straddle Period”) respectively. The amount of Taxes shall be allocated between portions of a Straddle Period in the following manner: (a) in the case of a Tax imposed in respect of property and that applies ratably to a Straddle Period, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for all purposes the period in question multiplied by a fraction, the numerator of this Agreement which is the total number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and (ib) in the case of sales, value-added and similar transaction-based Taxes (other than Transfer Taxes allocated under Section 10.2), such Taxes shall be allocated to the Pre-Closing Tax Period for the portion of the Straddle Period up in which the relevant transaction occurred. The Party required by Law to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the pay any such Straddle Period subsequent to Tax (the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem TaxesPaying Party”) shall prepare and the other Party shall cooperate in the preparation and filing of the Group Companies such Tax Return. Any Tax Return for a Straddle Period shall be allocated between Tax prepared by the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required Paying Party pursuant to determine any Taxes attributable to such a Straddle Period this section shall be made available to the other Party at least ten (10) Business Days before such Tax Return is due to be filed. The Paying Party shall file such Tax Return within the time period prescribed by means of a closing Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the books and records Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment details, within ten (10) days of receipt of such notice of payment, the Group Companies as Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s shares of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodStraddle Period Taxes.

Straddle Period. Taxes for any To the extent permissible under applicable Laws, the Parties agree to elect (and have BrandCo and LicenseCo elect) to have the Tax Period year of the Group Companies that includes but does not BrandCo and LicenseCo end on the Initial Closing Date (each and, if such period, election is not permitted or required in a “jurisdiction with respect to a specific Tax such that BrandCo and LicenseCo are required to file a Tax Return for a Straddle Period”) shall be allocated , to utilize the following conventions for all purposes determining the amount of this Agreement Taxes attributable to the portion of 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 Pre-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 if BrandCo or LicenseCo filed a separate Tax Period Return with respect to such Taxes for the portion of the Straddle Period up to and including the close of business ending on 12:01 a.m. Eastern Standard Time on the Initial Closing Date and using a “closing of the books methodology.” Seller will pay to Buyer within fifteen (ii15) days after the date on which Taxes are paid by Buyer with respect to such periods an amount equal to the Postportion of such Taxes which relates to the portion of such Pre-Closing Tax Period for the portion of the Straddle Period subsequent to the or Pre-Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with at the Initial Closing Date, such as the case may be. For the avoidance of doubt, the Parties acknowledge and including agree that (i) any and all Tax liabilities of LicenseCo for the period commencing on the Initial Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Change-in-Control Closing Date shall be the sole and exclusive obligation of the period after the Closing Date in proportion Buyer, (ii) pursuant to the number terms of days in the Support Agreements, the counterparty thereto is obligated to ensure that LicenseCo has sufficient cash available to make appropriate Tax distributions to the equity holders of LicenseCo, and (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 indemnity and hold harmless each such periodPerson.

Straddle Period. Taxes for For all purposes of this Agreement, the portion of Tax with respect to the income, property or operations of the Acquired Companies that is attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for apportioned between the portion of the Straddle Period up to and including the close of business on that extends before the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 5.5.4. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes that are not Per Diem Taxesother than sales or use taxes, including income Taxes value-added taxes, employment taxes, withholding taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each such periodthe Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. Corresponding per diem and closing of the books principles will be applied for the purposes of allocating Taxes under this Agreement for tax periods that begin on or before the Locked Box Date and end after the Locked Box Date.

Straddle Period. Taxes for any Tax Period period of the Group Target Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period Seller for the portion of the Straddle Period Tax period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period Buyer for the portion of the Straddle Period Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close end of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close end of the Closing Date, provided, provided that exemptions, allowances and allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Mountain time on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Ordinary Course of Business that are taken after the Closing on the Closing Date shall be allocated to Buyer.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes includes, but does not end on on, the Closing Date (each such period, a “Straddle Period”) shall be allocated for ), the amount of all purposes of this Agreement (i) Company Taxes attributable to the Pre-Closing Tax Period for shall (a) in the portion case of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, measured by net income or gross receipts of the Group Companies for Company (including but not limited to federal income Tax and Texas “margin” or franchise Tax), and any Taxes imposed in connection with a Straddle Period shall sale or other disposition of property or other specifically identifiable transaction or event, be allocated between the periods described in clauses “(i)” and “(ii)” determined based on an interim closing of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes of clause “Date (B)” of the preceding sentence, provided that any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated apportioned between the period ending on the Closing Date and the period after the Closing Date in proportion to based on the number of days in each such period), and (b) in the case of any other Taxes of the Company (including but not limited to franchise Taxes determined on the basis of Taxable capital or assets and ad valorem Taxes such as real and other property Taxes), be deemed to be the product of the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which shall be the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which shall be the total number of days in the entire Straddle Period. No election will be made under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate income to a Straddle Period. Each Party hereby acknowledges and agrees that all payments made in exchange for In-the-Money Company Options hereunder, and all Noncompete Amounts, employee bonus payments, other compensation payments and Transaction Expenses paid or accrued by the Company on or before the Closing Date, shall be allocated to (and treated as incurred during) the Pre-Closing Tax Period, and shall not take any contrary positions for any purpose (including in connection with the filing of any Tax Return or any audit, litigation or other proceeding with respect to Taxes).

Straddle Period. Taxes (a) Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns required to be filed by the Purchased Subsidiaries for any Straddle Period. Any such Tax Period 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 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 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 Group Companies Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of any Tax Return of the Purchased Subsidiaries that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) relate to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between exclusively within the periods described control of Buyer. Pursuant to, and in clauses “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 (i)” but not limited to) information and “(ii)” of co-operation requested in connection with any Tax Returns or other Tax documents outstanding at Closing and in connection with all negotiations, correspondence and agreements relating to the preceding sentence on a per diem basis based on the number of days during Purchased Subsidiaries’ Tax affairs in the Straddle Period 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 Seller or its Affiliates in respect of its transfer pricing policies or arrangements or benchmarking analysis at any time which could reasonably affect the Tax Returns or Tax affairs of the Purchased Subsidiaries for any period falling on or before Closing. (b) In the case of a Straddle Period, the amount of any Tax based on or measured by income or receipts of the Purchased Subsidiary that is allocable to the portion of a Straddle Period ending with and including on the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes shall be determined based on sales or revenue, an interim closing of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes Date (and for such purpose, the Tax period of clause “(Bany partnership or other pass-through entity in which the Purchased Subsidiary holds a beneficial interest shall be deemed to terminate at such time)” , and the amount of any other Tax of the preceding sentence, any allocation Purchased Subsidiary that is allocable to the portion of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and shall be deemed to be the period after amount of such Tax for the Closing Date in proportion to entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in each such periodthe portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the total number of days in the entire Straddle Period.

Straddle Period. Taxes for any Tax Period period of the Group Target Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period Sellers for the portion of the Straddle Period Tax period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period Buyer for the portion of the Straddle Period Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close end of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close end of the Closing Date, provided, provided that exemptions, allowances and allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Eastern time on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Ordinary Course of Business that are taken after the Closing on the Closing Date shall be allocated to Buyer.

Straddle Period. For purposes of determining the amount of Taxes of the Target Companies taken into account for any Tax Period of the Group Companies purpose under this Agreement for a period that includes but does not end on the Closing Date (each such period, a “Straddle Period”) ), such Taxes shall be allocated for all purposes of this Agreement according to the following methodology: (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Target Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis between the pre- and post-Closing portion of such Straddle Period based on the number of days during the portion of the Straddle Period ending with and including the Closing Date and number of days during the portion of the Straddle Period commencing on the day after the Closing Date Date, and (Bii) Taxes that are not Per Diem Taxes, including income Income Taxes and any transactional Taxes such as Taxes based on sales sales, revenue or revenue, payments of the Group Target Companies for a Straddle Period shall be allocated between to the periods described in clauses “(i)” and “(ii)” portion of the preceding sentence Straddle Period ending with and including the Closing Date as if such Tax Period period ended as of the close end of business the day on the Closing Date. For purposes of clause “(B)” ii) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Target Companies as of the close of the Closing DateClosing, provided, that exemptions, allowances and allowances, deductions or other items that are calculated on an annual basis (including including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of the end of the day on the Closing Date and the period after the Closing Date in proportion to the number of days same method as described in each such periodclause (i) for Per Diem Taxes.

Straddle Period. Taxes for In any case in which a Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, is assessed with respect to a “Straddle Period”) , the Taxes or refunds, if any, attributable to a Straddle Period shall be allocated for all purposes of this Agreement (i) to the Seller for the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to each such Acquired Company for the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing DatePeriod. For that purpose, (A) realReal, personal and intangible property Taxes and any other similar Taxes levied on an annual or other periodic a per diem basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” Pre-Closing Tax Period and “(ii)” of the preceding sentence Post-Closing Tax Period on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Datedaily pro-rata basis. For purposes of clause “(B)” of the preceding sentence, any Any allocation of gross or net income or deductions or other items deduction required to determine any Taxes not described in the previous sentence that are attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Acquired Companies as of the close of business on the Closing Date (assuming that the Closing occurs after the close of business on the Closing Date), provided, provided that exemptionsexemption, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period. Notwithstanding the foregoing, (i) any items attributable to actions not in the ordinary course of business and not contemplated by this Agreement taken by Purchaser or the Acquired Companies on the Closing Date and after the Closing shall not be allocated to a Pre-Closing Tax Period and (ii) all tax deductions attributable to the Acquired Companies Transaction Expenses shall be allocated to a Pre-Closing Tax Period to the maximum extent permitted by applicable Law. For purposes of any amount required to be included under Section 951 or Section 951A of the Code with respect to any Straddle Period of a non-U.S. subsidiary, the taxable year of the relevant non-U.S. subsidiary giving rise to the income required to be included under Section 951 or Section 951A of the Code shall be deemed to close in the same manner as described in this Section 6.3(b) and the amount of income required to be included under Section 951 or Section 951A of the Code to be allocated to the Pre-Closing Tax Period shall be determined by means of a closing of the books and records as of the close of business on the Closing Date, provided, however, that any foreign taxes allowed as a credit or as otherwise reducing any amount required to be included under Section 951 or Section 951A of the Code shall be ratably allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based upon the allocation of the amount of local taxable income of the relevant non-U.S. subsidiary giving rise such Section 951 or Section 951A inclusion between the Pre-Closing Tax Period and the Post-Closing Tax Period which shall be allocated based upon the closing of the books and records as of the close of business on the Closing Date in the same manner as described in this Section 6.3(b). Notwithstanding the foregoing, in computing the Section 951 and Section 951A amounts referred to in the previous sentence, any restructuring actions (for the avoidance of doubt, other than financing transactions) taken with respect to the Acquired Companies outside of the ordinary course of business and after Closing that materially impair Purchaser and/or the Acquired Companies’ ability to utilize the deduction specified in Section 250 of the Code or any foreign tax credits shall be disregarded.

Straddle Period. Taxes for For each Acquired Company, in the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated ), the amount of any Taxes of such Acquired Company based upon or measured by net income or gain for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion will be determined based on an interim closing of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing DateDate (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). For purposes The amount of clause “(B)” Taxes for a Straddle Period, other than Taxes of the preceding sentence, any allocation of gross such Acquired Company based upon or measured by net income or deductions or other items required gain, which relate to determine any the Pre-Closing Tax Period will be deemed to be the amount of such Taxes attributable to such for the entire taxable period multiplied by a Straddle Period shall be made by means fraction, the numerator of a closing which is the number of days in the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the taxable period ending on the Closing Date and the period after the Closing Date in proportion to 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 provide the Sellers’ Representative with a draft of such Straddle Period Tax Return no later than ten (10) days before the due date for filing such Straddle Period Tax Return (taking into account valid extensions) for the Sellers’ Representative’s review and comment, and the Buyer shall incorporate the Sellers’ Representative’s reasonable comments. Such Straddle Period Tax Returns shall be prepared in accordance with applicable Legal Requirements and this Agreement and shall be prepared, and each such period.item thereon treated, in a manner consistent with past practices of the Acquired Companies, if any, employed with respect to the applicable Acquired Company, except as otherwise required by applicable Legal Requirements. 96760364_21

Straddle Period. Taxes After the Closing, Company shall prepare or cause to be prepared and file or cause to be filed any and all Tax Returns for Company for any Straddle Period. Each such Tax Period Return shall be prepared on a basis consistent with past practice except as otherwise required pursuant to this Agreement, applicable Law or changes in fact. Company shall deliver a copy of the Group Companies that includes but does not end on the Closing Date (each such periodTax Return to Sellers’ Representative at least ten (10) Business Days before the due date on which such Tax Return is required to be filed (taking into account applicable extensions) for the Sellers’ Representative’s review and reasonable comment. Sellers’ Representative shall provide any reasonable comments in respect of such Tax Returns no later than five (5) Business Days prior to the due date (including extensions) of such Tax Returns, a “Straddle Period”) shall be allocated for all which comments Purchaser will consider in good faith. For purposes of this Agreement (i) Agreement, in the case of any Straddle Period, Taxes of Company allocable to the Pre-Closing Tax Period shall (i) in the case of any Taxes imposed on a periodic basis, such as real estate Tax, personal property and intangible property Taxes or other similar ad valorem obligations, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period up to and including the close of business ending on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and the denominator of which is the number of days during in the entire Straddle Period commencing and (ii) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the day after and included the Closing Date and (B) Taxes that are not Per Diem TaxesDate. Items of income, including income Taxes and any transactional Taxes such as Taxes based on sales gain, deduction, loss or revenue, credit of Company for the Group Companies for a Straddle Period shall be allocated between to the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Pre-Closing Tax Period ended as of the close of business on the Closing Date. For purposes of clause a “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records basis” by assuming that books of the Group Companies as of Company were closed at the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes for any To the extent permitted by applicable Law, the parties hereto agree to cause state and local Tax Period Periods of the Group Acquired Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall to be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of closed at the close of business on the Closing Date. For purposes In the event applicable Law does not permit the closing of clause “(B)” of any such period, the preceding sentence, any allocation of gross or net income or deductions or other items required to determine Tax liability for any Taxes attributable to such a Straddle Period shall be made as follows: (i) in the case of Taxes imposed on a periodic basis and not based on income (such as real or personal property Taxes), the portion of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire Straddle Period multiplied by means a fraction, the numerator of a closing which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period; and (ii) in the case of all other Taxes, the portion of such Taxes attributable to the Pre-Closing Tax Period shall be determined, if reasonably feasible, from the books and records of the Group Companies Company, the Seller Parties and their Subsidiaries as though the taxable year or period of the Company, the Seller Parties and their Subsidiaries terminated at the close of business on the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes for (a) For purposes of this Agreement, the portion of Tax, with respect to the income, property or operations of the Company that are attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for apportioned between the portion of the Straddle Period up to that ends on and including the close of business on includes the Closing Date and through the Closing Date (ii) to the Post“Pre-Closing Tax Period for Straddle Period”) and the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing begins on the day after the Closing Date and ends at the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 7.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes that are not Per Diem other than sales or use taxes, value-added taxes, employment and similar Taxes, including income Taxes and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment and similar Taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period. (b) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company that are due with respect to any Straddle Period or Pre-Closing Tax Period other than Tax Returns for which the due date (with applicable extensions) falls on or before the Closing Date, and such Tax Returns shall be prepared in a manner consistent with the Company’s past practices. The Company shall pay or cause to be paid all Taxes imposed on the Company shown as due and owing on such Tax Returns subject to reimbursement by the Sellers pursuant to Section 8.1 hereof.

Straddle Period. The All real property Taxes, personal property Taxes and similar ad valorem obligations ("Property Taxes") levied with respect to the Transferred Assets for any Tax Period of the Group Companies period that includes but does not end begins on or before and ends after the Closing Date (each such period, a “"Straddle Period”") shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated apportioned between the periods described in clauses “(i)” applicable Seller and “(ii)” of Buyer and/or the preceding sentence on a per diem basis applicable Buyer Designee based on the number of days during of such Straddle Period, and the applicable Seller shall be liable for the proportionate amount of Property Taxes that is attributable to the portion of such Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date, and Buyer or such Buyer Designee shall be liable for the proportionate amount of Property Taxes that is attributable to the portion of such Straddle Period beginning after the Closing Date. For purposes of clause “(B)” of the preceding sentenceAny refund, any allocation of gross or net income or deductions rebate, abatement or other items required to determine any recovery of Property Taxes attributable to the portion of such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date shall be for the account of such Seller, and any refund, rebate, abatement or other recovery of Property Taxes attributable to the period portion of such Straddle Period beginning after the Closing Date in proportion 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 7.6, such recipient Party shall promptly pay (or cause to be paid) to the number other Party the full amount of such disallowed amount (including any interest associated therewith). 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 other setting forth the amount of reimbursement to which each is entitled under this Section 7.6 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 make, or shall cause to be made, such reimbursement promptly but in each no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such periodsupporting evidence as is reasonably necessary to calculate the amount of reimbursement.ARTICLE VIIICONDITIONS TO

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all For purposes of this Agreement (i) Agreement, liability for Taxes with respect to the Pre-Closing Tax Period for the portion each of the Straddle Period up Companies, the CAC Subsidiaries, the Nytis LLC Subsidiaries and the Acquired Assets with respect to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated 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 periods described in clauses “(i)” Sellers and “(ii)” of the preceding sentence Purchaser on a per diem basis 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 days during the Straddle Period ending with and including the Closing Date and number units or value of days during the Straddle Period commencing production actually produced, as applicable, before, on the day or after the Closing Date and (B) Effective Date. All other Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes shall be apportioned based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a an interim closing of the books and records of the Group Companies Companies, the CAC Subsidiaries and the Nytis LLC Subsidiaries as of the close of the Closing DateEffective Time, provided, provided that exemptions, allowances and for deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date prior to Effective Time and the period beginning on and after the Closing Date Effective Time in proportion to the number of days in each such period. Notwithstanding the foregoing, (i) any West Virginia Asset Taxes due with respect to the Acquired Assets for which the 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 Companies, the CAC Subsidiaries, the Nytis LLC Subsidiaries, the Acquired Assets or the Contemplated Transactions.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the amount of this Agreement (i) to any Taxes based on or measured by income, payroll, sales or receipts of the Pre-Closing Tax Period Nutrition Entities for the portion of the such Straddle Period up to ending on (and including the close of business on including) the Closing Date and (ii) to the Post-Closing Tax Period for the portion shall be determined based on an interim closing of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended books as of the close of business on the Closing Date. For purposes , and the amount of clause “(B)” any other Taxes of the preceding sentence, any allocation Nutrition Entities for a Straddle Period which relate to the portion of gross such Straddle Period ending on (and including) the Closing Date shall 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 in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the Straddle Period. Any credit or net income or deductions or other items required to determine any refund resulting from an overpayment of Taxes attributable to such for a Straddle Period shall be made by means prorated based upon the method employed in this Section 8.10, taking into account the type of Tax to which the refund relates. In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to the portion of such Straddle Period ending on (and including) the Closing Date to the extent relating to a closing of the books and records of the Group Companies as of the close of Tax for a Pre-Closing Tax Period whether such items are incurred, accrued or assessed, before or after the Closing Date. For the avoidance of doubt, provided, that exemptions, allowances and deductions any payroll or other employment Taxes of the Nutrition Entities for any Pre-Closing Tax Period that are calculated on an annual basis (including depreciation and amortization deductions) deferred pursuant to Section 2302 of the CARES Act shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion treated as attributable to the number of days in each such periodPre-Closing Tax Period.

Straddle Period. Taxes for Subject to Section 6.5(c), the parties agree to treat (and to cause the Company and each of its Subsidiaries to treat) each Tax year of the Company and each of its Subsidiaries as ending at the end of the day on the Closing Date, unless such election is not permitted in a jurisdiction under applicable Law. If any Tax Period year of the Group Companies that includes but Company or any Subsidiary does not end at the end of the day on the Closing Date pursuant to the preceding sentence (each such periodeach, a “Straddle Period”) shall be allocated ), the, with respect to any specific Tax that the Company or any Subsidiary is required to file a Tax Return for all a Straddle Period, the parties agree to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending at the end of the day on the Closing Date (including for purposes of this Agreement preparing any Tax Returns and Refund Forms in accordance with Section 6.5(b)): (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the Pre-portion of the Straddle Period ending at the end of the day on the 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 at the end of the day on the 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 and withholding Taxes), the amount attributable to the portion of the Straddle Period ending at the end of the day on the Closing Date shall be determined as if the Company or any Subsidiary filed a separate Tax Period Return with respect to such Taxes for the portion of the Straddle Period up to and including ending at the close end of business the day on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (using a “Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodmethodology”.

Straddle Period. Taxes for any Tax Period period of the Group Companies Company that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period Sellers for the portion of the Straddle Period Tax period up to and including the close of business on the Closing Date Date, and (ii) to the Post-Closing Tax Period Buyer for the portion of the Straddle Period Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies Company for a Straddle Period shall will be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies Company for a Straddle Period shall will be allocated between the periods described in clauses “(i)” ) and “(ii)” ) of the preceding sentence as if such Tax Period period ended as of the close of business on the Closing Date. For purposes of clause “(B)” ) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall will be made by means of a closing of the books and records of the Group Companies Company as of the close of business on the Closing Date, provided, provided that exemptions, allowances and allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including but not limited to depreciation and amortization deductions) shall will be allocated between the period ending as of the close of business on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Straddle Period. Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. (a) The Seller will (i) prepare (or cause to be prepared) and file (or cause to be filed) all Tax Returns of the Company and Subsidiaries for all Tax periods which end on or prior to the Closing Date and which are filed after the Closing Date, and (ii) pay all 48 Taxes of the Company and Subsidiaries with respect to such Tax periods, except for any Taxes attributable to the Buyer’s 49.667% interest in a Subsidiary, or will reimburse Buyer within 20 days after the later of payment by the Buyer of such Taxes and the Buyer’s written notification to the Seller of such payment. In connection with the preparation of Tax Returns described in clause (i) above, other than federal, state and local income Tax Returns as to which the Company joins in a Tax Return with the Seller or its Affiliates, (A) the Buyer shall be afforded a reasonable amount of time to review and comment on such Tax Returns prior to filing, (B) the Buyer and the Seller shall consult in good faith regarding the preparation of such Tax Returns, and (C) the Seller shall incorporate in good faith any comments of the Buyer or its tax advisors with respect to such Tax Returns. (b) With the cooperation of the Seller, the Buyer will prepare (or cause to be prepared), and will file (or cause to be filed) all Tax Returns of the Company and Subsidiaries for Tax periods which end after the Closing Date. For purposes of this Agreement, the portion of Income Tax, with respect to the income, property or operations of the Company or a Subsidiary that are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6.1(b). The portion of such Income Tax attributable to the Pre-Closing Straddle Period will be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date and all transfers of Excluded Assets were completed on or before the Closing Date. The portion of Income Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Income Tax for a Straddle Period is based on the greater of an Income Tax on net income, on the one hand, and an Income Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Income Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Income Tax liability for the entire Straddle Period is determined. In the case of an Income Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period. The portion of any refunds or credits relating to a Tax period that begins before and ends after the Closing Date will be determined as though the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with the practice of the Seller, the Company, and the Subsidiaries utilized for Tax periods prior to any Straddle Period. (c) Except as otherwise provided herein, the Buyer will be responsible for payment of and will indemnify and hold harmless the Seller and any of its Affiliates from 49 and against (i) all Tax Liabilities of the Company and Subsidiaries for any Post-Closing Straddle Period and for any Tax Period period that begins and ends after the Closing Date, (ii) any Loss attributable to any breach by the Buyer or any of their Affiliates of any covenant or agreement contained in this Article 6, (iii) any additional Tax Liability of the Group Companies Seller resulting from any transaction, other than any transaction or election contemplated by this Agreement, engaged in by the Company and Subsidiaries not in the Ordinary Course of Business occurring on the Closing Date after the Buyer’s purchase of the Shares and (iv) all reasonable legal, accounting, appraisal, consulting or similar fees and expenses of the Seller and any of their Affiliates in contesting any Tax Liability for which the Buyer is solely liable under this Article 6. Notwithstanding anything to the contrary in the foregoing, the Buyer and the Seller shall equitably share all reasonable legal, accounting, appraisal, consulting or similar fees and expenses of the Buyer, the Seller and any of their respective Affiliates in contesting any Tax Liability with respect to a Straddle Period. (d) Any Tax refunds that are received by the Buyer or its Affiliates after the Closing, and any amounts credited or offset against Taxes of the Buyer or its Affiliates after the Closing that are actually realized by such Persons, that in each case relate to Pre-Closing Tax Periods of the Company and the Company’s 50.333% interest in the Subsidiaries will be for the account of the Seller. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Company and Subsidiaries for any Post-Closing Tax Period will be for the account of the Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes related to the Company and Subsidiaries for any taxable period that includes but does not end on the Closing Date will be equitably apportioned between the Seller and the Buyer within the later of forty-five (each such period, a “Straddle Period”45) shall be allocated for all purposes days of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date or the receipt of such refund, credit or offset. (e) All Tax Returns related to Straddle Periods will be prepared in accordance with the methodology used by the Seller in prior taxable years. The Buyer and the Seller will each provide the other with such assistance as may be reasonably requested (iiincluding making employees reasonably available to provide information or testimony) in connection with the preparation of any Tax Return or the determination of Liability for Taxes with respect to the Post-Closing Tax Period Company and Subsidiaries (including those Liabilities as may arise pursuant to this Article 6 relating to any audits, disputes, administration, judicial or other Proceeding relating to Taxes). The Buyer and the Seller will, and will cause their respective Affiliates to, cooperate with each other in preparing, pursuing and complying with any claims for refunds or credits of Taxes (including refunds and refundable grants in lieu of credits) related to the portion Company and Subsidiaries. The Buyer and the Seller will, and will cause their respective Affiliates to, retain until the expiration of the Straddle Period subsequent to the Closing Date. For applicable statute of limitations all Tax Returns, schedules, work papers, accounting records and other records that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day are owned by such Person immediately after the Closing Date and that relate to the Company and Subsidiaries; after the end of such period, before disposing of any such Tax Returns, schedules, work papers or other records, each will give notice to such effect to the other, and will give the other, at the other’s cost and 50 expense, a reasonable opportunity to remove and retain all or any part of such Tax Returns, schedules, work papers or other records as the other may select. (Bf) If any Taxing Authority informs the Buyer or the Seller of any notice of a proposed audit, claim, assessment or other dispute concerning an amount of Taxes that are not Per Diem Taxeswith respect to which the other Party may incur Liability hereunder, including income Taxes the Party so informed will promptly notify the other Party of such matter. Such notice will contain factual information (to the extent known) describing any asserted Tax Liability in reasonable detail and will be accompanied by copies of any transactional Taxes notice or other documents received from any Taxing Authority with respect to such as Taxes based on sales or revenue, matter. If a Party has knowledge of an asserted Tax Liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to provide the indemnifying Party notice within ten (10) business days of the Group Companies assertion of such Tax Liability, (i) if the indemnifying Party is precluded from contesting the asserted Tax Liability in any forum as a result of the failure to give ten (10) business days notice and could have asserted in good faith that the Tax Liability should be reduced, the indemnifying Party will have no obligation to indemnify the indemnified Party for the amount of such reduction, and (ii) if the indemnifying Party is not precluded from contesting the asserted Tax Liability in any forum, but such failure to provide notice within ten (10) business days results in a Straddle Period monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay pursuant to this Agreement will be reduced by the amount of such detriment. (g) Any audits, disputes, administrative, judicial or other Proceedings related to Taxes with respect to which either Party may incur liability hereunder shall be allocated between the periods described controlled as provided in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodSection 6.4.

Straddle Period. Taxes for In the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “Straddle Period”) shall be allocated for all purposes ), the amount of this Agreement (i) Taxes that is allocable to the Pre-Closing Tax Period shall (i) in the case of Taxes that are imposed on a periodic basis (such as real property taxes), be deemed to be the amount of such Taxes for the entire 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 Straddle Period up to ending on (and including the close of business on including) the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period and (ii) to in the Post-Closing Tax Period for the portion case of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem described in clause (i) above (such as income Taxes, including income Taxes imposed in connection with any sale or other transfer or assignment of property, and any transactional Taxes payroll and similar Taxes), be deemed to be equal to the amount that would have been payable if the taxable year or period of the Company ended on the Closing Date; provided, that, in determining such amount, exemptions, allowances or deductions that are calculated on a periodic basis, such as Taxes based on sales or revenuethe deduction for depreciation, of the Group Companies for a Straddle Period shall be allocated between taken into account on a pro-rated basis in the periods manner described in clauses “clause (i)” and “) above. In the case of any Tax based upon or measured by capital (ii)” including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.9(b) shall be computed by reference to the level of the preceding sentence as if such Tax Period ended as of the close of business items on the Closing Date. For purposes of clause “(B)” of All determinations necessary to give effect to the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period foregoing allocations shall be made by means of in a closing manner consistent with past practice of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such periodCompany.

Straddle Period. For purposes of this Agreement, Taxes for of the Acquired Companies that are attributable to any Tax Period of period that begins on or before the Group Companies that includes but does not end on Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) shall will be allocated for all purposes apportioned between the period of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the date immediately after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Agreement (i) Section 7.1. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Period based on or measured by income, receipts or profits earned or payroll paid during a Straddle Period, be deemed to be the amount of such Tax for the portion entire taxable period multiplied by a fraction, the numerator of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned or payroll paid during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” means such accounting period and not such Privilege Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period. Taxes for any To the extent permitted by applicable Law, the Parties agree to cause state and local Tax Period Periods of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall to be allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of closed at the close of business on the Closing Date. For purposes In the event applicable Law does not permit the closing of clause “(B)” of any such period, the preceding sentence, any allocation of gross or net income or deductions or other items required to determine Tax liability for any Taxes attributable to such a Straddle Period shall be made as follows: (i) in the case of Taxes imposed on a periodic basis and not based on income (such as real or personal property Taxes), the portion of such Taxes attributable to any Pre-Closing Tax Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire Straddle Period multiplied by means a fraction, the numerator of a closing which is the number of days in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period and (ii) in the case of all other Taxes, the portion of such Taxes attributable to the Pre-Closing Tax Period shall be determined, if reasonably feasible, from the books and records of the Group Companies as though the taxable year or period of the Companies terminated at the close of business on the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) 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 such period.

Straddle Period. Taxes for any For purposes of this Agreement, the portion of Tax Period with respect to the income, property or operations of the Group Companies that includes but does not end on is attributable to any Straddle Period will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (each such period, a the “Pre-Closing Straddle Period”) shall be allocated for all purposes of this Agreement (i) to and the Pre-Closing Tax Period for the portion period of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on extends from the day after the Closing Date and to the end of the Straddle Period (Bthe “Post-Closing Straddle Period”) in accordance with this Section 6.3. The portion of such tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes that are not Per Diem other than sales or use Taxes, including income Taxes value-added Taxes, employment Taxes, withholding Taxes, and any transactional Taxes such as Taxes Tax based on sales or revenuemeasured by income, of the Group Companies for receipts or profits earned during a Straddle Period shall Period, be allocated between deemed to be the periods described in clauses “(i)” and “(ii)” amount of the preceding sentence as if such Tax Period ended as for the entire taxable period multiplied by a fraction, the numerator of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to which is the number of days in each the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use Taxes, value-added Taxes, employment Taxes, withholding Taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period.

Straddle Period. Taxes for For purposes of subparagraphs (a) and (b) above, in the case of any Tax Period of the Group Companies taxable period that includes (but does not end on on) the Closing Date (each such period, a “"Straddle Period”) shall be allocated for all purposes of this Agreement "): (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to and including the close of business on the Closing Date and (ii) to the Post-Closing Tax Period for the portion of the Straddle Period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem "Property Taxes”") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Group Companies Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for a the entire Straddle Period shall be allocated between (limited, however, to those Taxes attributable to the periods described in clauses “(i)” assets of HQGW and “(ii)” its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of the preceding sentence on a per diem basis based on which is the number of days during the Straddle Period ending with that are in the Pre-Closing Tax Period and including the Closing Date and denominator of which is the number of days during in the Straddle Period commencing on Period; and (ii) the day after the Closing Date Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (B) Taxes that are not Per Diem Taxes, including income other than Property Taxes and any transactional other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such as Taxes based on sales or revenueSection), of for the Group Companies for a Straddle Pre-Closing Tax Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence computed as if such Tax Period taxable period ended as of the close of business on the Closing Date. For purposes The indemnity obligations of clause “the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B)” ) ten days after the receipt from RSI of the preceding sentence, any allocation of gross or net income or deductions or other items notice that such amount is required to determine any Taxes attributable be paid pursuant hereto. The payments to such be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be made by means appropriately adjusted to reflect any final determination (which shall include the execution of a closing Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause Holdco to within 10 days of the books and records receipt thereof, pay to each of the Group Companies as Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or Holdco at any time after the close of Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, provided, that exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date and the or any application of such payments to either a taxable period commencing after the Closing Date in proportion or a portion of a Straddle Period that is subsequent to the number Closing Date, and any interest received by HQGW, any of days in each its Subsidiaries or Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such periodrefund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. In the case of Taxes for any Tax Period of the Group Companies that includes but does not end on the Closing Date (each such period, are payable with respect to a “Straddle Period”) shall be , the portion of any such Taxes that are allocated for all purposes of this Agreement (i) to the Pre-Closing Tax Period for the portion of the Straddle Period up to that ends on and including the close of business on includes the Closing Date and for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the Post-Closing Tax Period for amount of Taxes which would be payable if the portion of the Straddle Period subsequent to taxable year ended with the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence on a per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Group Companies for a Straddle Period shall be allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such Tax Period ended as of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Group Companies as of the close of the Closing Date, provided, ; provided that exemptions, allowances and or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such periodTax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. All Taxes in the form of interest or penalties that relate to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before the Closing Date, whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date.