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. Taxes for (a) The Xxxxxx 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 Xxxxxx Entities are required by law to file a Tax Return, the Xxxxxx 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 Xxxxxx 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 Xxxxxx 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. (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. 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. (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. 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 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 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. 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 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 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 (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. (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. 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. (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. (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. 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. (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 any Except as otherwise provided in this ‎Section 5.12, following the Closing Date, the Purchaser shall (or shall cause the Acquired Companies to) prepare and timely file all Tax Period Returns of the Group Acquired Companies that includes but does not end on the Closing Date relate to Straddle Periods. With respect to each Tax Return covering a Straddle Period (each such period, a “Straddle PeriodPeriod Return”) ), the Purchaser shall be allocated for all purposes of this Agreement (i) unless otherwise required under applicable Law, prepare such Tax Returns in a manner consistent with the past practice of the Acquired Companies, (ii) provide, or cause to be provided, to the Sellers a proposed final draft of such Straddle Period Return (as applicable), with respect to annual Tax Returns, at least fifteen (15) Business Days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extension), with respect to monthly or other Tax Returns, at least five (5) Business Days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions), and (iii) reasonably take into account (without being obligated to accept) any comments submitted by the Sellers in writing regarding the Pre-Closing Tax Period for the portion of the such Straddle Period up to and including Return so long as such comments are received by the close of business on the Closing Date and Purchaser no later than three (ii3) Business Days prior to the Post-Closing Tax Period for the portion of the date on which such Straddle Period subsequent Return is due to be filed (taking into account any applicable extension). In addition, the Purchaser shall promptly, and in any case not later than ten (10) Business Days after being notified in writing thereof, notify the Sellers in writing upon receipt of any notice of federal, state, or municipal Tax audits, examinations, reviews, requests of information or assessments relating to the 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 Acquired 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 Period; provided, however, the Purchaser shall have no obligation to the Sellers with and including respect to any failure to notify the Closing Date and number Sellers 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 audits, examinations, reviews, requests of the close of business on the Closing Date. For purposes of clause “(B)” of the preceding sentence, any allocation of gross information 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 assessments relating to the number of days in each Acquired Companies to the extent that such periodfailure did not materially prejudice the Sellers.

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 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 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 (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 (a) The Xxxxxx 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 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 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. (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 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 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 a Straddle Period, the amount of any Taxes for any Tax Period based on or measured by income or receipts of the Group Companies that includes but does not end on the Closing Date (each such period, a “Straddle Period”) shall be allocated Company 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)” 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 Date (and for such purpose, the Tax Period of clause “(B)” any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the 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 Period, such as real estate taxes under leases, payroll taxes, etc., shall be made deemed to be the amount of such Tax for the entire Tax 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 Tax Period ending on (and including) the Closing Date and the period after the Closing Date in proportion to denominator of which is the number of days in each such periodStraddle Period. The Buyer shall prepare and file or cause to be prepared and filed, when due (taking into account any applicable extensions), all Tax Returns of the Company for the Straddle Periods. Such Tax Returns shall be prepared in accordance with past practices used with respect to the Tax Returns in question to the extent such practices comply with all applicable legal requirements. The Buyer shall allow the Sellers reasonable time to review and comment on such Tax Returns, as prepared by the Buyer. Sellers shall timely prepare and file or cause to be filed all Tax Returns of the Company for any Tax Period ending on or before the Closing Date; provided, that (i) such Tax Returns shall be prepared in accordance with past practices used with respect to the Tax Returns in question to the extent such practices comply with all applicable legal requirements, and (ii) Sellers shall allow Buyer reasonable time to review and comment on such Tax Returns prior to filing.

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

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 (a) The Xxxxxx 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 Xxxxxx Entities are required by law to file a Tax Return, the Xxxxxx 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 Xxxxxx 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 Xxxxxx Entities shall give due consideration to such a Straddle Period changes 29 as SCOLP reasonably requests and 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 not file any Pre Closing Date and the period after the Closing Date in proportion to the number of days in each such periodTax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed).

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 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