Common use of Straddle Period Clause in Contracts

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes Taxes for any Tax Period of subparagraphs (a) and (b) above, in the case of any taxable period Group Companies 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 ("Property “Per Diem Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Group Companies for any Pre-Closing Tax a Straddle Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to allocated between the amount periods described in clauses “(i)” and “(ii)” of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by preceding sentence on a fraction, the numerator of which is per diem basis based on the number of days during the Straddle Period that are in ending with and including the Pre-Closing Tax Period Date and the denominator of which is the number of days in during the Straddle Period; and Period commencing on the day after the Closing Date and (iiB) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesthat are not Per Diem Taxes, respectively (other than Property including income Taxes and other than any transactional Taxes referred to in Section 6(e) such as Taxes based on sales or revenue, of this Agreement, which Taxes will be governed by such Section), the Group Companies for the Pre-Closing Tax a Straddle Period shall be computed allocated between the periods described in clauses “(i)” and “(ii)” of the preceding sentence as if such taxable period Tax Period ended as of the close of business on the Closing Date. The indemnity obligations For purposes of clause “(B)” of the Shareholders in respect preceding sentence, any allocation 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 gross or any of their affiliates (net income or deductions or 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 items required to be filed (and if no determine any Taxes attributable to 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution made by means of 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 a closing of the receipt thereof, pay to each books and records of the Shareholders Group Companies as of the close of the Closing Date, provided, that exemptions, allowances and deductions that are calculated on 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-annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Tax Period received by HQGW, any of its Subsidiaries or Date and the Surviving Company at any time period after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior in proportion to the Closing Date, any refund number of estimated tax payments made on or prior to the Closing Date or any application of days in each such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheetperiod.

Straddle Period. For purposes Any Taxes (other than Taxes described in Section 9.02) imposed with respect to a Straddle Period shall be allocated between the portion of subparagraphs the Straddle Period ending on the Closing Date and the portion beginning the day after the Closing Date in the following manner: (ai) and (b) above, in the case of any taxable period that includes a real property, property, intangibles or other similar ad valorem Tax (but does not end oncollectively, “Property Tax”) the Closing Date (for a "Straddle Period"): (i) real, personal and intangible property Taxes ("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 Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes Tax allocable to each portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Straddle Period shall be the total amount of such Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period in question multiplied by a fraction, the numerator of which is the total number of days during the in such portion of such Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the such Straddle Period; and , and (ii) in the case of all other Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesfor a Straddle Period, respectively (other than Property such Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as allocated to each portion of the Straddle Period based on an interim closing of the books at the close of business on the Closing Date. The indemnity obligations For the avoidance of doubt, solely for purposes of allocating any Property Tax paid or payable in connection with any of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification Transferred Assets pursuant to Section 5clause (i), 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 tax period of the receipt thereof, pay to each of the Shareholders an amount equal to Taxing Authority for which such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Property Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after is assessed which includes the Closing Date, if (y) such credit is attributable tax period shall begin on the date the Lien for such Property Tax attaches to a taxable period ending the relevant property (the “Lien Date”) and shall end on the day before the next succeeding Lien Date for such Property Tax and (z) the date of adoption or prior effectiveness of any state or local budget shall not constitute or otherwise affect the Lien Date for any such Property Tax. Solely for purposes of calculating prorations pursuant to clause (i), Purchaser shall be deemed to be in title to the Transferred Assets, and therefore entitled to the income and responsible for the expenses, for the entire day of the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) this Agreement, whenever it is necessary to determine the Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV for the portion of the Straddle Period ending on and (b) aboveincluding, in and the case portion of any taxable period that includes (but does not end on) the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (a "Straddle Period"): 2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: (i) with respect to periodic taxes such as real, personal property, and intangible property other similar Taxes imposed on the periodic basis ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectivelywhich, for any Pre-Closing Tax Period (other than the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes imposed in connection with the 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is ratably between such periods based on the number of days during for the portion of the Straddle Period that are in ending on and including the Pre-Closing Tax Period Date, on the one hand, and the denominator of which is the number of days in for the portion of the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending beginning after the Closing Date, if on the other hand, and (ii) with respect to all other Taxes, by allocating such credit is attributable to Taxes between such two taxable years or periods on a taxable period “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic taxes such as real and personal property taxes (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on or prior to and including the Closing Date, any refund on the one hand, and the number of estimated tax payments made on or prior to days for the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a the Straddle Period that is subsequent to beginning after the Closing Date, on the other hand. For purposes of this Section 6.3(e), the Seller and the Purchaser shall (and the Purchaser shall cause UAV and their Affiliates to) use the conventions provided in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any interest received by HQGWgains, any of its Subsidiaries income, deductions, losses, or the Surviving Company other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any of the foregoing from the applicable taxing authorityPurchaser Closing Date Transaction. This Section 6.3(e) unless (and only shall not apply to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetTransfer Taxes.

Straddle Period. For purposes of subparagraphs (a) In the case of Taxes that are payable by Gravitas with respect to a taxable period that begins before and ends after the Closing Date (beach such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (i) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): Taxes (i) realbased upon, personal and intangible property Taxes or related to, income, receipts, profits, wages, capital or net worth, ("Property Taxes"ii) 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 Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(iii) shall required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; andentire period. (iib) 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 Taxes Closing Date for any Straddle Period (a “Straddle Period Tax Returns”). Buyer shall permit Sellers to review and comment on each such Straddle Period Tax Return, together with any and all workpapers supporting the creation of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Period Tax Period Return, at least 20 days prior to filing and Buyer shall consider, in good faith, the reasonable comments so provided. Sellers shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes responsible for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the 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 over 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 (y) 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 sum 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 the a Straddle Period shall not be deemed to be for a Pre-Closing Tax Period paid by the Shareholders 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 of their affiliates (other than HQGW) at any time and (ii) such refund or the amount of any such Taxes paid by HQGW credit within 15 days after receipt of such refund. (f) Any disputes between the Sellers 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) Buyer with respect to the liability amount of taxes owing by the Sellers for such Taxes is required to Straddle Period Tax Returns shall 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 resolved by the relevant taxing authority) or (B) ten days after Independent Accountant, the receipt from RSI cost of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period which shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100borne 50% 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, Sellers and any interest received 50% by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes All Tax Returns of subparagraphs the Company for any Tax 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) aboveBuyer shall provide Seller Parties with a copy of such return prior to the filing thereof, in the 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 any a taxable period that which includes the Closing Date (but does not end onon that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (a) to the Seller Parties for the period up to and including the close of business on the Closing Date and (b) to Buyer for the period subsequent to the Closing Date (a "Straddle the “Post-Closing Tax Period"): ”). For purposes of such allocation, the amount of (i) realany Taxes based on or measured by income, personal receipts or payroll (other than payroll that is accrued but unpaid as of the Closing Date) and intangible property (ii) any withholding Taxes to the extent not withheld from amounts paid, shall in each case be allocated based on an interim closing of the books of the Company as of the close of business on the Closing Date, provided that any transaction ("Property Taxes"other than the transactions contemplated by this Agreement) that occurs on the Closing Date and after the Closing that is not in the ordinary course of HQGW business and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Preis undertaken at the direction of Buyer shall be included in the Post-Closing Tax Period (Period. The amount of other than Taxes imposed in connection with of the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Company shall be equal apportioned to the Seller Parties based on the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-portion of the taxable period up to and including the Closing Tax Period Date, and the denominator of which is the number of days in the such Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs 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 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 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (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"): (i) real, personal and intangible property Taxes ("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 Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Straddle Period and the denominator of which is the number of days in the Straddle Period; and , and (iib) in the Taxes case of HQGW any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and its Subsidiaries 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 VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on included the Closing Date. The indemnity obligations In the case of 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 Tax that is (x1) such Taxes paid for the Pre-Closing Tax Period over privilege of doing business during a period (ya “Privilege Period”) 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 (ii2) the amount of such Taxes paid by HQGW and its Subsidiaries computed based on or business activity occurring during an accounting period ending prior to the Closing Date (which includes such Privilege Period, 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect reference to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, if such credit is attributable to period,” 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 or any application of such payments to either a taxable period commencing after the Closing Date period,” or a portion of a Straddle Period that is subsequent to the Closing Date, “taxable period” will mean such accounting period and any interest received by HQGW, any of 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 not such refund for Taxes was reflected as an asset on the Company Balance SheetPrivilege Period.

Straddle Period. (i) For purposes of subparagraphs (a) and (b) abovethis Article VIII, in the case of any Taxes that are payable with respect to a taxable period that includes (but does not end on) begins before the Closing Date and ends after the Closing Date (a "“Straddle Period"):”), the portion of any such Tax that is allocable to the portion of the period ending on and including the Closing Date shall be: (iA) realin the case of Taxes that are either (x) based upon or related to income, personal and intangible property Taxes or receipts, or ("Property Taxes"y) 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 Merger any sale or otherwise in connection with this Agreement other transfer or the transactions contemplated hereby) shall be assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; and (B) in the case of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable imposed on a periodic basis with respect to the assets of HQGW and its the CAM Subsidiaries and VANTAS and its or the PC/CM Subsidiaries, respectivelyas the case may be, owned prior or otherwise measured by the level of any item, deemed to be the Closing Date) amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-period ending on and including the Closing Tax Period Date and the denominator of which is the number of calendar days in the Straddle Period; andentire period. (ii) To the Taxes extent permitted under Requirements of HQGW Law, Citigroup shall take all actions reasonably necessary to terminate the taxable year of the CAM Subsidiaries on the Closing Date and its Legg Mason shall take all actions reasonably necessary to terminate the taxable year of the PC/CM Subsidiaries and VANTAS and its on the Closing Date. To the extent any such taxable year of the 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, respectively (other than Property Taxes and other than Taxes referred as the case may be, to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), file all Tax Returns for the Pre-period including the Closing Tax Period shall be computed as if such Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date. The indemnity obligations of , unless the Shareholders in respect of Taxes for relevant Governmental Authority will not accept 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 notice on that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheetbasis.

Straddle Period. For In the case of Taxes that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are allocable to the portion of such Straddle Period ending on the Closing Date for purposes of subparagraphs this Agreement shall be: (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): Taxes (i) realbased upon, personal and intangible property Taxes or related to, income, receipts, profits, wages, capital or net worth, ("Property Taxes"ii) 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 Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(iii) shall required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; provided that any transactions or events undertaken, or caused to be undertaken, by Parent that are outside the Ordinary Course of Business and occur after the Closing on the Closing Date (other than any transactions or events taken pursuant to this Agreement) will be treated for all purposes under this Agreement as occurring in the portion of the Straddle Period beginning after the Closing Date; (b) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Periodentire period; and (iic) in the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect case of Taxes for attributable to an equity interest in an Existing Investment passthrough entity in which a Straddle Period shallCompany Entity holds such equity interest, subject deemed 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) be the amount of such Taxes for determined on a “closing of the Pre-Closing Tax Period paid by books” basis as if the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount Taxable period of such Taxes paid by HQGW and its Subsidiaries on or prior to passthrough entity ended as of the end of the Closing Date (which includes any payments provided, that if the Company is unable to require an Existing Investment entity to effect a “closing of estimated taxes or similar amounts made by HQGW the books” as of such time, Parent and its Subsidiaries on or prior the Stockholder Representative shall cooperate to the Closing Date and any amounts of estimate such Taxes for which a reserve has been reflected based on the Company Balance Sheet, even though the amount reflected for information available at such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authoritytime). 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes To the extent permitted by applicable Law, the Parties agree to cause state and local Tax Periods of subparagraphs the Companies to be closed at the close of business on the Closing Date. In the event applicable Law does not permit the closing of any such period, the allocation of Tax liability for any Straddle Period shall be made as follows: (ai) and (b) above, in the case of any taxable period that includes Taxes imposed on a periodic basis and not based on income (but does not end on) such as real or personal property Taxes), the Closing Date (a "Straddle Period"): (i) real, personal and intangible property portion of such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to any Pre-Closing Tax Period (other than Taxes imposed included in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Straddle Period shall be equal to the amount product of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are 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; and 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 of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred attributable to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed determined, if reasonably feasible, from the books and records of the Companies as if such though the taxable year or period ended as of the Companies terminated at the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes Taxes for any Tax period of subparagraphs (a) and (b) above, in the case of any taxable period Target Companies that includes (but does not end on) on the Closing Date (a "“Straddle Period"): ”) shall be allocated for all purposes of this Agreement (i) to the Seller for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis ("Property “Per Diem Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Target Companies for any Pre-Closing Tax a Straddle Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to allocated between the amount periods described in clauses (i) and (ii) of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by preceding sentence on a fraction, the numerator of which is 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, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the Pre-preceding sentence as if such Tax period ended as of the end of the Closing Tax 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 Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Mountain time on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Straddle Period; and (ii) Ordinary Course of Business that are taken after the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted allocated to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes The portion of subparagraphs real and personal property Taxes attributable to any of the Purchased Assets (a“Property Taxes”) and (b) above, in the case of for any taxable period that includes (which includes, but does not end on) , the Closing Date (a "“Straddle Period"): ”) shall be apportioned between the portion of such taxable period through the end of the Closing Date (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any the “Pre-Closing Period”) and the portion of such taxable period beginning on the day after the Closing Date (the “Post-Closing Period”) as provided in this Section 3.2(b). The portion of any such Straddle Period Property Tax attributable to the Pre-Closing Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-taxable period ending on the Closing Tax Period Date and the denominator of which is the total number of days in the relevant Straddle Period; and (ii) the Taxes of HQGW . The GTI Group Members shall be jointly and severally liable for and shall hold Purchaser and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Affiliates harmless against the portion of any such Straddle Period Property Taxes and other than Taxes referred apportioned to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period in accordance with this Section 3.2(b). The LTS Group Members shall be computed as if jointly and severally liable for and shall hold the Sellers and their Affiliates harmless against the portion of any such taxable period ended as of Straddle Period Property Taxes apportioned to the close of business on the Post-Closing DatePeriod in accordance with this Section 3.2(b). The indemnity obligations GTI Group Members shall pay to Purchaser or the LTS Group Members shall pay to the Sellers, as the case may be, any portion of the Shareholders in respect of Straddle Period Property Taxes for a Straddle Period shall, subject to the limitations on indemnification which they are liable pursuant to this Section 3.2(b) within five (5, equal the excess ) days of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum their receipt of (i) written notice of the amount of such Straddle Period Property 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 attributable 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheetperiod.

Straddle Period. For purposes Taxes for any Tax period of subparagraphs (a) and (b) above, in the case of any taxable period Target Companies that includes (but does not end on) on the Closing Date (a "“Straddle Period"): ”) shall be allocated for all purposes of this Agreement (i) to the Sellers for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis ("Property “Per Diem Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Target Companies for any Pre-Closing Tax a Straddle Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to allocated between the amount periods described in clauses (i) and (ii) of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by preceding sentence on a fraction, the numerator of which is 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, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the Pre-preceding sentence as if such Tax period ended as of the end of the Closing Tax 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 Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Eastern time on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Straddle Period; and (ii) Ordinary Course of Business that are taken after the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted allocated to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (includes, but does not end on) , the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of all Company Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any attributable to the Pre-Closing Tax Period shall (other than a) in the case of any Taxes based on or measured by net income or gross receipts of the Company (including but not limited to federal income Tax and Texas “margin” or franchise Tax), and any Taxes imposed in connection with a sale or other disposition of property or other specifically identifiable transaction or event, be determined based on an interim closing of the Merger or otherwise in connection with this Agreement or books as of the transactions contemplated hereby) close of business on the Closing Date (provided that any exemptions, allowances, and deductions that are calculated on an annual basis shall be equal apportioned between the period ending on the Closing Date and the period after the Closing Date based on the number of days in each such period), and (b) in the case of any other Taxes of the Company (including but not limited to franchise Taxes determined on the basis of Taxable capital or assets and ad valorem Taxes such as real and other property Taxes), be deemed to be the product of the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is shall be the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which shall be the total number of days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes . No election will be governed made under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate income to a Straddle Period. Each Party hereby acknowledges and agrees that all payments made in exchange for In-the-Money Company Options hereunder, and all Noncompete Amounts, employee bonus payments, other compensation payments and Transaction Expenses paid or accrued by such Section)the Company on or before the Closing Date, for shall be allocated to (and treated as incurred during) the Pre-Closing Tax Period Period, and shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes not take any contrary positions 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 purpose (including in connection with the filing of any Tax Return or any audit, litigation or other proceeding 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet).

Straddle Period. For purposes of subparagraphs this Agreement, if any Tax (or Tax refund) relates to a Straddle Period (other than Transfer Taxes and VAT and GST Taxes described in Section 6.2), the parties shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to the portion of the Straddle Period ending on (and including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date: (a) in the case of income Taxes, sales Taxes, employment Taxes, withholding Taxes, and other similar Taxes, such Taxes shall be apportioned between the portion of the Straddle Period ending on (and including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date as if a separate Return with respect to such Taxes was filed for the portion of the Straddle Period ending on (and including) the Closing Date using a “closing of the books methodology”; and (b) above, in the case of any taxable period that includes ad valorem property Taxes and other similar Taxes imposed on a periodic basis, such Taxes shall be apportioned between the portion of the Straddle Period ending on (but does not end onand including) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") the portion 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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in beginning on the Pre-day after the Closing Tax Period and the denominator of which is Date based on the number of days in the portion of the Straddle Period; and Period ending on (iiand including) the Taxes Closing Date and the number of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to days in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as portion of the close of business Straddle Period beginning on the day after the Closing Date. The indemnity obligations For purposes of clause (a), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations ending 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 based on the relative number of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior days in such portion of the Straddle Period as compared to the Closing Date and any amounts number of Taxes for which a reserve has been reflected on days in 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the entire Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. (a) For purposes of subparagraphs (a) and (b) abovethis Article V, in the case of any taxable period that includes Straddle Period, the amount of: (but does not end oni) any Taxes based on or measured by income or receipts of Seediv for the portion of such Straddle Period ending on the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("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 Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal made on the basis of an interim closing of the books as of the end of the Closing Date, and (ii) ad valorem taxes and franchise taxes based on capitalization, debt, shares of stock or membership interests authorized, issued or outstanding, shall be allocated to the period ending on the Closing Date by taking the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to taxable period including the Closing Date) , multiplied by a fraction, fraction the numerator of which is the number of days during in such taxable period ending on and including the Straddle Period that are in the Pre-Closing Tax Period Date and the denominator of which is the entire number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as period; provided however, that if any property, asset or other right of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 Seediv or the 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, if such credit Business is attributable to a taxable period ending on 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 refund Tax Return of estimated tax 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 Tax 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 on or prior to the Closing Date or any application in respect of such payments to either a taxable period commencing after the Closing Date Taxes whether as estimated Taxes or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheetotherwise.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes that are payable 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"): (i) real”), personal and intangible property the portion of any such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any that are treated as relating to a Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with for purposes of this Agreement shall be: (a) in the case of Taxes that are imposed on a periodic basis (such as such as real property Taxes or other ad valorem Taxes), the transactions contemplated hereby) determination of the Taxes of each Company for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be equal calculated by allocating to the amount of such Property Taxes of HQGW periods before and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to after the Closing Date) multiplied by a fractionDate pro rata, the numerator of which is based on the number of days during of the Straddle Period that are in the Pre-period before and ending on the Closing Tax Period Date, on the one hand, and the denominator of which is the number of days in the Straddle Period; and (ii) Period in the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, if on the other hand; and (b) Taxes of each Company not described in Section 6.04(a) (such credit is attributable as (i) Taxes based on the income or receipts of either Company for a Straddle Period, (ii) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Taxes described in Section 6.01(b)), and (iii) withholding and employment Taxes relating to a taxable period Straddle Period), the determination of the Taxes of either Company for the portion of the Straddle Period ending on or prior to and including, and the Closing Dateportion of the Straddle Period beginning and ending after, any refund of estimated tax payments made on or prior to the Closing Date or any application shall be calculated by assuming that the Straddle Period consisted of such payments to either a two taxable period commencing after periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or a portion credit of a either Company for the Straddle Period that is subsequent to shall be allocated between such two taxable years or periods on a “closing of the books basis,” as if the books of each Company was closed at the close of the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless Date (and only for such purpose, the taxable period of any partnership or other pass-through entity in which either Company holds a beneficial interest shall be deemed to the extent) that the amount of terminate at such refund for Taxes was reflected as an asset on the Company Balance Sheettime).

Straddle Period. For purposes of subparagraphs determining the Taxes payable by the Indemnifying Holders under Section 4.10(e) (aTax Matters; Filing Tax Returns) and the Taxes for which the Indemnifying Holders are liable under Section 6.2(a)(vi) (b) aboveIndemnification), in Taxes for which the case of Company and its Subsidiaries are liable for any taxable period that includes (but does not end on) ending after and including the Closing Date (a "“Straddle Period"): ”) shall be allocated to the portion of the period ending on the Closing Date as follows: (i) realwith respect to property Taxes, personal and intangible property Taxes ("Property Taxes") the amount allocable to the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-the period ending on the Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Date shall be equal to the amount of such Property property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the such entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-portion of such Straddle Period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; and and (ii) with respect to all other Taxes, the Taxes amount allocable to the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-period ending on the Closing Tax Period Date shall be computed determined based on an actual closing of the books used to calculate such Taxes as if such taxable tax period ended as of the close of business on the Closing Date. The indemnity obligations Date (and for such purpose, the tax period of any partnership or other pass-through entity in which 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 Company or any of their affiliates (other than HQGW) its Subsidiaries holds a beneficial interest shall be deemed to terminate at any time and such time). In the case of clause (ii) the amount of such Taxes paid by HQGW ), exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and its Subsidiaries on or prior to amortization deductions computed as if the Closing Date (which includes any payments was the last day of estimated taxes or similar amounts made by HQGW and its Subsidiaries the Straddle Period) shall be allocated between the portion of the Straddle Period ending on or prior to the Closing Date and any amounts the portion of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though Straddle Period thereafter in proportion to the amount reflected for such reserve has not yet been paid, based on number of days in 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheetportion.

Straddle Period. For purposes of subparagraphs determining a party’s indemnification obligations under Section 8.2 for Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the Taxable Period ending on the Closing Date will be: (ai) and (b) above, in the case of any taxable period Taxes that includes are either (but does not end onA) the Closing Date based upon or related to income or receipts; or (a "Straddle Period"): (iB) real, personal and intangible property Taxes ("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 Merger any sale or otherwise in connection with this Agreement other transfer or the transactions contemplated herebyassignment of property (real or personal, tangible or intangible) shall be (other than as provided under Section 5.4(c)), deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the Taxable Period ended at the close of the Closing Date, it being understood that, except as required by applicable Law, all determinations necessary to effect the allocation described in this Section 5.4(a)(i) shall be made in a manner consistent with the prior practice of Seller Parent and its relevant Subsidiaries; and (ii) otherwise deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limitedafter giving effect to amounts which may be deducted from or offset against such Taxes) (or, howeverin the case of such Taxes determined on an arrears basis, to those the amount of such Taxes attributable to for the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiariesimmediately preceding period), respectively, owned prior to the Closing Date) multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the entire Straddle Period; and. (iiiii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect Any credit or refund resulting from an overpayment 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, will be prorated 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 method employed in this Section 5.4(a) taking into account the type of (A) five days prior Tax to the date on which the refund relates. (iv) In the case of any Tax Return based upon or measured by capital (including net worth or long-term debt) or intangibles, any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is amount thereof required to be filed (and if no such Tax Return is required to allocated under this Section 5.4(a) will be filed, five days prior computed by reference to the date satisfaction level of such items immediately following the Closing, taking into account any changes in the level of such items occurring as a result of the Tax liability is required transactions contemplated by this Agreement but not taking into account any changes to the relevant taxing authority) or (B) ten days after the receipt from RSI level of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to items occurring as a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution result of 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 receipt thereof, pay to each of the 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 Surviving Company at any time actions taken after the Closing Date (including for that are outside the ordinary course of business and that are not expressly contemplated by this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetAgreement.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company Holdco to within 10 days of the receipt thereof, pay to each of the 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 Surviving Company Holdco 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes To the extent permissible under applicable Laws, the Parties agree to elect (and have BrandCo and LicenseCo elect) to have the Tax year of subparagraphs BrandCo and LicenseCo end on the Initial Closing Date and, if such 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, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Initial Closing Date: (ai) and (b) above, in the case of any taxable period that includes (but does not end on) property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Initial Closing Date (a "Straddle Period"): (i) real, personal and intangible property shall equal the Taxes ("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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-portion of the period ending on 12:01 a.m. Eastern Standard Time of the Initial Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and , 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 HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively the Straddle Period ending on the Initial Closing Date shall be determined as if BrandCo or LicenseCo filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on 12:01 a.m. Eastern Standard Time on the Initial Closing Date using a “closing of the books methodology.” Seller will pay to Buyer within fifteen (other than Property Taxes and other than Taxes referred to in Section 6(e15) of this Agreement, days after the date on which Taxes will be governed are paid by Buyer with respect to such Section), for periods an amount equal to the portion of such Taxes which relates to the portion of such Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 or Pre-Closing Tax Straddle Period over (y) ending at the sum Initial Closing Date, such as the case may be. For the avoidance of doubt, the Parties acknowledge and agree that (i) the amount any and all Tax liabilities of such Taxes LicenseCo for the Preperiod commencing on the Initial Closing Date and ending on the Change-in-Control Closing Tax Period paid by Date shall be the Shareholders or any sole and exclusive obligation of their affiliates (other than HQGW) at any time and the Buyer, (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior pursuant to the Closing Date (which includes any payments terms of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior the Support Agreements, the counterparty thereto is obligated to ensure that LicenseCo has sufficient cash available to make appropriate Tax distributions to the Closing Date equity holders of LicenseCo, and any amounts (iii) to the extent such equity holders have not received sufficient cash from LicenseCo to make full payment of the applicable Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected due for such reserve has not yet been paidperiod, based on Buyer shall indemnity and hold harmless 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetPerson.

Straddle Period. For To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Subsidiaries and Transferred Joint Ventures and their respective Subsidiaries that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent not permitted or required by applicable Law, for all purposes of subparagraphs (a) and (b) abovethis Agreement, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): , (ia) real, personal and intangible property Property Taxes ("Property Taxes") of HQGW and its the Transferred Subsidiaries and VANTAS and its Subsidiaries, respectively, for or any of the Designated Joint Ventures or their respective Subsidiaries allocable to the Pre-Closing Tax Period (other than Taxes imposed in connection with the 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period; and , and (iib) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred described in the preceding clause (a)) of, or attributable to, each of the Transferred Subsidiaries, Designated Joint Ventures or any of their respective Subsidiaries allocable to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations end of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations day 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and the taxable year of any interest received partnership, other pass-through entity or any “controlled foreign corporation” within the meaning of Section 957 of the Code that is or is owned by HQGWa Transferred Subsidiary, Designated Joint Ventures or any of its their respective Subsidiaries directly or indirectly, shall be deemed to end at the Surviving Company end of the Closing Date for such purposes (utilizing, with respect to any a partnership or other pass-through entity the “calendar day” convention of an interim Closing of the foregoing from books in accordance with Section 706 of the applicable taxing authorityCode and the Treasury Regulations issued thereunder); provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) unless (shall be allocated between the period ending on the Closing Date and only the period beginning after the Closing Date in proportion to the extent) that the amount number of such refund for Taxes was reflected as an asset on the Company Balance Sheetdays in each period.

Straddle Period. For purposes All Tax Returns of subparagraphs the Company and any Company Subsidiary for any Tax 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) aboveBuyer shall provide Seller Representative with a copy of such return prior to the filing thereof, in the 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 any a taxable period that which includes the Closing Date (but does not end onon that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (a) to the Sellers for the period up to and including the close of business on the Closing Date and (b) to Buyer for the period subsequent to the Closing Date (a "Straddle the “Post-Closing Tax Period"): ”). For purposes of such allocation, the amount of (i) realany Taxes based on or measured by income, personal receipts or payroll (other than payroll that is accrued but unpaid as of the Closing Date) and intangible property (ii) any withholding Taxes ("Property 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, shall in each case be allocated based on an interim closing of HQGW the books of the Company and its Subsidiaries each Company Subsidiary as of the close of business on the Closing Date (and VANTAS for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any Company Subsidiary holds a beneficial interest shall be deemed to terminate at such time) provided that any transaction (other than the transactions contemplated by this Agreement) that occurs on the Closing Date and its Subsidiaries, respectively, for any Preafter the Closing that is not in the ordinary course of business and is undertaken at the direction of Buyer shall be included in the Post-Closing Tax Period (Period. The amount of other than Taxes imposed in connection with of the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Company and each Company Subsidiary shall be equal apportioned to the Sellers based on the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-portion of the taxable period up to and including the Closing Tax Period Date, and the denominator of which is the number of days in the such Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes of the Company that are payable 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"): (i) real”), personal and intangible property the portion of any such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any the Company which relate to a Pre-Closing Tax Period shall be: (other than a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(iii) shall required to be equal to withheld, the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesthe Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date; and (b) in the case of other Taxes, respectively, the amount of such Taxes of the Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, fraction the numerator of which is the number of days during in the Straddle Period that are in ending on the Pre-Closing Tax Period Date and the denominator of which is the number of days in the entire Straddle Period; and. (iic) For purposes of clause (a), any item determined on an accrual or periodic basis (including amortization and depreciation deductions and the Taxes effect of HQGW and its Subsidiaries and VANTAS and its Subsidiariesgraduated rates), respectively (other than Property Taxes and other than Taxes referred with respect to property placed in Section 6(e) of this Agreementservice after the Closing, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as allocated to the portion of the close of business Straddle Period ending on the Closing Date. The indemnity obligations of 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 based on the Company Balance Sheet, even though the amount reflected mechanics set forth in clause (a) for such reserve has periodic Taxes. (d) This Section 6.02 shall not yet been paid, based on each such Shareholder's Ownership Percentage, apply 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 Transfer 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For all purposes under this Agreement (including the determination of subparagraphs (a) and (b) aboveany Tax Refund), in the case of any taxable period that includes (but does not end on) the Closing Date (each, a "“Straddle Period"): ”), the portion of such Tax which relates to the portion of such taxable period ending on (and including) the Closing Date shall (i) real, personal and intangible property in the case of any Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed described in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated herebyclause (ii) shall below, be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-taxable period ending on (and including) the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; and entire taxable period and (ii) in the case of any Tax based upon or related to income, sales, withholding, payroll, or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended at the end of the Closing Date and, in the case of any such Taxes that are attributable to the ownership of HQGW and its Subsidiaries and VANTAS and its Subsidiariesany equity interest in a partnership, respectively other “flow-through” entity or “controlled foreign corporation” (other than Property Taxes and other than Taxes referred to in within the meaning of Section 6(e957(a) of this Agreement, which Taxes will be governed by such Sectionthe Code or any comparable U.S. state or local or foreign Law), for the Pre-Closing Tax Period shall be computed as if such the taxable period of that entity ended as of the close of business on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner); provided, that any transactions consummated at the direction of the Buyer at or following the Closing that are not in the ordinary course of business and not contemplated by this Agreement and that give rise to any item of income or gain for any of the Acquired Companies shall be considered to be attributable to the portion of the Straddle Period that commences on the day following the Closing Date. The indemnity obligations In the case of the Shareholders in respect any Taxes of Taxes any Acquired Company 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 that have been 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 and that were not taken into account in the final determination 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 notice that such amount is required to be paid pursuant hereto. The payments to be made Net Working Capital pursuant to this paragraph by Agreement, Buyer shall reimburse the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes Seller for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetTaxes.

Straddle Period. For purposes In the case of subparagraphs Taxes that are payable by the Acquired Company with respect to any Straddle Period, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on and including the applicable Closing Date shall be: Exhibit B - 24 (ai) and (b) above, in the case of any taxable period Taxes that includes are (but does not end onA) the Closing Date based upon or related to income or receipts, (a "Straddle Period"): (iB) real, personal and intangible property Taxes ("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 Merger any sale or otherwise in connection with this Agreement other transfer or the transactions contemplated herebyassignment of property (real or personal, tangible or intangible), (C) shall be value added Taxes or (D) withholding Taxes, deemed equal to the amount that would be payable if the applicable taxable period ended with (and included) the applicable Closing Date; provided that the amount of exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) that are allocated to the period ending on the applicable Closing Date shall be deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesexemptions, respectively, allowances or deductions for the entire applicable Straddle Period (limitedPeriod, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during in the portion of the applicable Straddle Period that are in ending on the Pre-applicable Closing Tax Period Date and the denominator of which is the number of calendar days in the entire applicable Straddle Period; and (ii) in the Taxes case of HQGW and its Subsidiaries and VANTAS and its Subsidiariesall other Taxes, respectively (other than Property Taxes and other than Taxes referred deemed to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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-entire applicable Straddle Period, multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the applicable Straddle Period ending on and including the applicable Closing Tax Period paid by Date and the Shareholders or any denominator of their affiliates (other than HQGW) at any time and (ii) which is the amount number of calendar days in the entire applicable Straddle Period; provided, however, that Taxes shall be treated as due for the period during which the base of such Taxes paid by HQGW and its Subsidiaries on or prior are determined without regard to whether the Closing Date (which includes any payments payment 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 provides the right 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) business or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes other benefits for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheetanother period.

Straddle Period. For purposes of subparagraphs (a) and (b) --------------- above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company Holdco to within 10 days of the receipt thereof, pay to each of the 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 Surviving Company Holdco 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. The Buyers shall duly prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns required to be filed by each of the Company and the Subsidiaries for any Taxable Period which includes but does not end on the Auburn Closing Date (a "STRADDLE PERIOD"). For purposes of subparagraphs (a) and (b) abovethis Agreement, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal Taxes of each of the Company and intangible property Taxes the Subsidiaries ("Property TaxesPRE-CLOSING STRADDLE TAX LIABILITY") 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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Straddle Period shall shall, where possible, be computed as if such taxable period ended as of the close of business on the Auburn Closing Date. The indemnity obligations For purposes of the Shareholders in respect of Taxes for foregoing, any items attributable to a Straddle Period shall, subject which cannot be taken into account in the manner so provided shall be allocated to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Straddle Period over (y) the sum for purposes of (i) the amount of such Taxes for determining the Pre-Closing Straddle Tax Liability, pro rata, based upon the number of days in the Pre-Closing Straddle Period, as compared to the total number of days in the Straddle Period, provided that if any Straddle Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) Tax is based on income, then such allocation shall be based upon the amount of net income of each of the Company or the Subsidiaries, as the case may be, during such Taxes paid by HQGW and its Subsidiaries on or prior Pre-Closing Straddle Period as compared to the total net income in the Straddle Period. For the avoidance of doubt, Taxes or items attributable to the cancellation of intercompany loans or indebtedness pursuant to Section 1.4 shall be allocated to the Pre-Closing Date Straddle Period. Furthermore, for the avoidance of doubt, Taxes imposed on the Buyer (which includes or Buyer Affiliate) pursuant to Code Section 951 (or any payments of estimated taxes analogous or similar amounts made by HQGW and its Subsidiaries on state or prior local law or regulation) shall be allocable to the Pre-Closing Date and any amounts of Straddle Period in an amount equal to the Taxes for which a reserve has been reflected would be imposed 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, pursuant 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 Code Section 951 (A) five days prior to the date on which the Tax Return (including or any Tax Return with respect to estimated Taxesanalogous or similar state or local law or regulation) with respect to the liability for such Taxes is required to be filed Subsidiaries as if the Auburn Closing Date were the last day of each Subsidiary's taxable year (and taking into account Code Section 951(a)(2)(B)) (a "HYPOTHETICAL TAX PERIOD"), and computed as if no such Hypothetical Tax Return is required to be filed, five days prior to the date satisfaction Period ended as of the Tax liability is required by close of business on the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant heretoAuburn Closing Date. The payments to be made pursuant to this paragraph by the Shareholders with respect to Unless otherwise indicated, a Pre-Closing Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 treated as a "Pre-Closing Tax Period received by HQGW, any Period" for purposes of its Subsidiaries or the 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetAgreement.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case In order to apportion appropriately any Taxes of any of the Purchased Entities relating to any taxable year or period that includes (but does not end on) begins on or before the Closing Date and ends after the Closing Date (a "“Straddle Period"): (i) real”), personal the parties hereto will, to the extent permitted under applicable Legal Requirements, elect with the relevant Governmental Authority to treat for all purposes the Closing Date as the last day of the taxable year or period of each of the Purchased Entities, and intangible property Taxes ("Property Taxes") the portion of HQGW such Straddle Period ending on the Closing Date will be treated as a short taxable year and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any a “Pre-Closing Period” for purposes of this Section 7.7. In any case where applicable Legal Requirements do not permit one or more of the Purchased Entities to treat the Closing Date as the last day of the taxable year or period with respect to Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date will be: 7.7.1.1. in the case of Taxes other than Taxes described in Section 7.1 or subparagraph 7.7.1.2 below, the amount of Tax which would have been payable had the relevant taxable year or period of the relevant Purchased Entity ended on the Closing Date (except that, any Taxes attributable to sales, distributions or other transactions (other than transactions in the Ordinary Course of Business) that accrue on the Closing Date, but after the Closing, will be treated as allocable to the portion of the Straddle Period beginning on the day after the Closing Date); and 7.7.1.2. in the case of Taxes that are imposed in connection with on a periodic basis and measured by the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall level of any item, deemed to be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in for the Pre-relevant Purchased Entity ending on the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), Period for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetPurchased Entity.

Straddle Period. For purposes of subparagraphs this Agreement, any Taxes relating to the Acquired Assets or the conduct or operation of the AirCard Business (aexcluding, for the avoidance of doubt, any income or gross receipts Tax) and (b) abovefor a Tax Period that includes, in the case of any taxable period that 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 and the portion of the period beginning on the day after the Closing Date, 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"): (i) real, personal and intangible property Taxes ("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 Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period in question multiplied by a fraction, the numerator of which is the total number of days during the in such portion of such Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the such Straddle Period; and , and (iib) in the case of sales, value-added and similar transaction-based Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Transfer Taxes and other than Taxes referred to in allocated under Section 6(e) of this Agreement, which Taxes will be governed by such Section10.2), for the Pre-Closing Tax Period such Taxes shall be computed as if such taxable period ended as allocated to the portion of the close of business on Straddle Period in which the Closing Daterelevant transaction occurred. The indemnity obligations of the Shareholders in respect of Taxes for a Party required by Law to pay any such Straddle Period shall, subject Tax (the “Paying Party”) shall prepare and the other Party shall cooperate in the preparation and filing of such Tax Return. Any Tax Return for Straddle Period Tax prepared by the Paying Party pursuant to this section shall be made available to the limitations on indemnification pursuant to Section 5, equal the excess of other Party at least ten (x10) 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 Business Days before such Tax Return is required due to be filed, five days prior to . The Paying Party shall file such Tax Return within the date satisfaction time period prescribed by Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Tax liability is required by Paying Party hereunder, the relevant taxing authorityPaying Party shall provide the other party (the “Non-Paying Party”) or with notice of payment details, within ten (B10) ten days after of receipt of such notice of payment, the receipt from RSI Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s shares of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance SheetTaxes.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes of the Company and its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes for any Tax period ending on or before the Closing Date and that portion of any Tax period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any such periods together the “Pre-Closing Period”) shall: (a) in the case of Taxes that are based upon or related to income, payroll, sales or receipts or any other Tax Period not described in clause (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated herebyb) shall below, be equal to the amount that would be payable if the tax year or period ended at the close of such Property business on the Closing Date; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the business or assets of HQGW the Company and its Subsidiaries or otherwise measured by the level of any item (e.g., real and VANTAS and its Subsidiariespersonal property taxes), respectively, be deemed to be the amount of such Taxes for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in ending on the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesprovided that exemptions, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period allowances or deductions that are calculated on an annual basis shall be computed apportioned on a per diem basis. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as if such a short taxable period ended ending as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations unless such election has an adverse effect 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheetparty.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (but does not end on) the Closing Effective Date (( a "“Straddle Period"): (i) real”), personal and intangible property the amount of any Taxes ("Property Taxes") based on or measured by income or receipts of HQGW Company and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed or in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) of property for the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Pre-Effective Date Tax Period shall be equal determined based on an interim closing of the books as of the close of business on the Effective Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period that relates to the Pre-Effective Date Tax Period shall be deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, fraction the numerator of which is the number of days during in the taxable period ending on the Effective Date and the denominator of which is the number of days in such Straddle Period that are in Period. Notwithstanding the foregoing, all Taxes attributable to the Pre-Closing Restructuring shall be allocated solely to the Pre-Effective Date Tax Period and shall be the sole obligation of Seller. In the case of any Straddle Period, the amount of any Taxes based on or measured by (i) income or receipts of Company and its Subsidiaries or (ii) in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) of any property, for all taxable periods ending after the Effective Date and the portion after the Effective Date for any taxable period that includes (but does not end on) the Effective Date (“Post- Effective Tax Period”) shall be based on an interim closing of the books of Company as of the close of business on the Effective Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period that related to the Post- Effective Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period beginning on the day after the Effective Date and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of any income Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other than pass-through entity in which Company holds a beneficial interest shall be deemed to terminate at such time). In the case of Taxes that are payable with respect to any Straddle Period of the Company, for purposes of allocating such Taxes between that portion of the Straddle Period ending on or before the Closing Date (the “Pre-Closing Date Straddle Period”) and that portion of the Straddle Period beginning after the Closing Date (the “Post-Closing Date Straddle Period”), the portion of such Taxes related to the Pre-Closing Date Straddle Period will be deemed to be: (A) in the case of income Taxes, franchise and margin Taxes, Taxes measured in whole or in part by reference to gross revenues or receipts, excise, employment, gross receipts and other similar Taxes, sales and use Taxes and Taxes imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), equal to the Merger amount that would be payable if the taxable year of the Company terminated based on an interim closing of the books as of the Closing Date, and based on accounting methods, elections and conventions that do not have the effect of distorting income and expenses; provided that exemptions, allowances or otherwise in connection with this Agreement or the transactions contemplated herebydeductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limitedor, howeverin the case of such Taxes determined on an arrears basis, to those the amount of such Taxes attributable to for the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiariesimmediately preceding period), respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Date Straddle Period and the denominator of which is the number of days in the Straddle Period; and (ii) . All determinations necessary to give effect to the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes foregoing allocations will be governed by such Section), for made in a manner consistent with the Pre-Closing Tax Period shall be computed as if such taxable period ended as past practice of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) such items, unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetotherwise required by Applicable Law.

Straddle Period. For purposes Taxes for any Tax period of subparagraphs (a) and (b) above, in the case of any taxable period Target Companies that includes (but does not end on) on the Closing Date (a "“Straddle Period"): ”) shall be allocated for all purposes of this Agreement (i) to the Seller for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis ("Property “Per Diem Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Target Companies for any Pre-Closing Tax a Straddle Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to allocated between the amount periods described in clauses (i) and (ii) of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by preceding sentence on a fraction, the numerator of which is 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, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the Pre-preceding sentence as if such Tax period ended as of the end of the Closing Tax 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 Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Central time on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Straddle Period; and (ii) Ordinary Course of Business that are taken by the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on Buyer after the Closing Date. The indemnity obligations of 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 which, for the avoidance 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 Percentagedoubt, 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall not include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authorityactions set forth in Section 7.08) unless (and only shall be allocated to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes that are payable 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"):), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (i) real, personal and intangible property in the case of Taxes ("Property Taxes"x) of HQGW and its Subsidiaries and VANTAS and its Subsidiariesbased upon, respectivelyor related to, for any Pre-Closing Tax Period income, receipts, profits, wages, capital or net worth, (other than Taxes y) imposed in connection with the Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(z) shall required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; andentire period. (iib) the Taxes of HQGW Buyer shall prepare or cause to be prepared, and its Subsidiaries and VANTAS and its Subsidiariesfile or cause to be filed, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), all income Tax Returns for the Pre-Closing Company for all Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 periods that begin on or prior to before and end after 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 PercentageTax period, to the applicable taxing authoritya "Straddle Period" and each such Tax Return, a "Straddle Period Income Tax Return"). The Shareholders severally, based on each such Shareholder's Ownership Percentage, All Straddle Period Income Tax Returns shall initially pay such excess to RSI upon be prepared consistent with the later past practice of the Company. At least thirty (A30) five days prior to the date on which the any Straddle Period Income 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 taking into account any valid extensions), Buyer shall submit such Straddle Period Income Tax Return is required to be filed, five days prior to and a pro forma income Tax Return for the date satisfaction portion of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 Surviving Company at any time after ending on the Closing Date (including a "Pro Forma Return"), to Seller for this purpose Seller's review. Seller shall provide written notice to Buyer of its disagreement with any credit against Taxes owed for any taxable period ending after the Closing Date, if items in such credit is attributable to a taxable period ending on Straddle Period Income Tax Return or prior to the Closing Date, any refund related Pro Forma Return within fifteen (15) Business Days of estimated tax payments made on or prior to the Closing Date or any application its receipt of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent Income Tax Return or related Pro Forma Return, and if Seller fails to the Closing Dateprovide such notice, such Straddle Period Income Tax Return, and any interest received 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 HQGW, any of its Subsidiaries or the Surviving Company Accounting Firm in accordance with respect to any of the foregoing from the applicable taxing authoritydispute resolution procedure set forth in Section 6.01(a) unless (and only with all references therein to the extent) that "Draft Pre-Closing Income Tax Return" being deemed references to the amount of such refund for Taxes was reflected as an asset on Straddle Period Income Tax Return and the Company Balance Sheetrelated Pro Forma Return.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"”): (i) real, personal and intangible property Taxes ("“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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 ’s Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's ’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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company Holdco to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's ’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 Surviving Company Holdco 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For Subject to Section 6.5(c), the parties agree to treat (and to cause the Company and each of its Subsidiaries to treat) each Tax year of the Company and each of its Subsidiaries as ending at the end of the day on the Closing Date, unless such election is not permitted in a jurisdiction under applicable Law. If any Tax year of the Company or any Subsidiary does not end at the end of the day on the Closing Date pursuant to the preceding sentence (each, a “Straddle Period”), the, with respect to any specific Tax that the Company or any Subsidiary is required to file a Tax Return for a Straddle Period, the parties agree to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending at the end of the day on the Closing Date (including for purposes of subparagraphs preparing any Tax Returns and Refund Forms in accordance with Section 6.5(b)): (ai) and (b) above, in the case of any taxable period that includes (but does not property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending at the end on) of the day on the Closing Date (a "Straddle Period"): (i) real, personal and intangible property shall equal the Taxes ("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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-portion of the period ending at the end of the day on the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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) in the case of all other Taxes (including income Taxes, Sales Taxes, employment Taxes and withholding Taxes), the amount attributable to the portion of such Taxes paid by HQGW and its Subsidiaries the Straddle Period ending at the end of the day 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 shall be determined as if 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 or any Subsidiary filed a separate 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 portion of the receipt thereof, pay to each Straddle Period ending at the end of the 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 Surviving Company at any time after day on the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to using 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any “closing of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetbooks methodology”.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any that is allocable to the Pre-Closing Tax Period shall (other than i) in the case of Taxes that are imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall on a periodic basis (such as real property taxes), be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period period (limitedor in the case of such Taxes determined on an arrears basis, however, to those the amount of such Taxes attributable to for the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Dateimmediately preceding period) multiplied by a fraction, fraction the numerator of which is the number of calendar days during in the Straddle Period that are in ending before (and excluding) the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and 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 HQGW property, and its Subsidiaries payroll and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Sectionsimilar Taxes), be deemed to be equal to the amount that would have been payable if the taxable year or period of the Company ended on the day prior to the Closing Date. 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 in the absence of any resolution, any and all such objections shall be resolved by treating items in a manner consistent with the past practices with respect to such items. Payment shall be made as soon as practical thereafter. With respect to federal, state and local income tax returns, Sellers shall retain the right to file the final Form 1065 and Forms K-1 with respect to the Company for the Pre-Closing Tax Period shall be computed as if such short taxable period ended as of year ending on the close of business on day prior to the Closing Date. The indemnity obligations income of the Shareholders in respect of Taxes for a Straddle Period shall, subject Company will be apportioned to the limitations on indemnification pursuant period up to Section 5and excluding the Closing Date, equal and 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 period on or after the Closing Date, by closing the books and records of the Company on the day prior to the Closing Date (which includes any payments Date. For purposes of estimated taxes or similar amounts made by HQGW allocating and its Subsidiaries on or prior to apportioning income before and after the Closing Date Date, Buyer and any amounts Sellers shall reasonably approximate items 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) income and deduction with respect to the liability for such Taxes is required Route Cash and Accounts Receivable in accordance with the allocations set forth in Sections 2.03(c) and 6.05 of this Agreement. Sellers shall retain the authority to be filed (and if no such Tax Return is required to be filed, five days prior to control the date satisfaction of the Tax liability is required by the relevant taxing authority) final disposition or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% settlement of any refund of any Taxes of HQGW tax claim or assessment made with respect to any Pre-Closing Tax Period received by HQGWPeriod, subject to compliance with applicable law. Buyer and Sellers shall cooperate and jointly control the disposition or settlement of any of its Subsidiaries tax claim or the 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, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments assessment made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of 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 good faith to resolve the foregoing from controversy with the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) abovethis Agreement, in whenever it is necessary to determine the case liability for Taxes of any taxable period the Acquired Companies for a portion of a tax year that includes (but does not end on) on the day immediately before the Closing Date (a "“Straddle Period"): ”): (iA) realthe determination of the Taxes based upon or measured by income, personal and intangible property Taxes ("Property receipts or other similar variable measure of the Acquired Companies, or any withholding Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the portion of the Straddle Period ending immediately before the Closing Date, and the portion of the Straddle Period beginning on the Closing Date, will be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of day immediately preceding the Closing Date and the other which began at the beginning of the Closing Date, and, items of income, gain, deduction, loss or credit of the Acquired Companies for the Straddle Period will be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies (and any Pre-controlled foreign corporation or an entity treated as a partnership for U.S. federal income tax purposes) were closed at the end of the day immediately before the Closing Tax Date; provided, however, that exemptions, allowances or deductions that are calculated on a periodic or annual basis (such as the deductions for depreciation) will be apportioned between such two (2) taxable years or periods on a daily basis, and (B) in the case of other Taxes, the Taxes of the Acquired Companies for the portion of the Straddle Period (other than Taxes imposed in connection with ending on the Merger or otherwise in connection with this Agreement or day immediately before the transactions contemplated hereby) Closing Date shall be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limitedperiod, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, fraction the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-period ending on the day immediately before the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs determining the Taxes for which the Indemnifying Stockholders are liable under Section 6.2(a)(iii)(A) (a) Indemnification), Taxes for which the Company and (b) above, in the case of its Subsidiaries are liable for any taxable period that includes (but does not end on) ending after and including the Closing Date (a "“Straddle Period"): ”) shall be allocated to the portion of the period ending on the Closing Date as follows: (i) real, with respect to real and personal and intangible property Taxes ("Property and other similar periodic Taxes") , the amount allocable to the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-the period ending on the Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Date shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the such entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-portion of such Straddle Period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; and and (ii) with respect to all other Taxes, the Taxes amount allocable to the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-period ending on the Closing Tax Period Date shall be computed determined based on an actual closing of the books used to calculate such Taxes as if such taxable tax period ended as of the close of business on the Closing Date. The indemnity obligations Date (and for such purpose, the tax period of any partnership or other pass-through entity in which 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 Company or any of their affiliates (other than HQGW) its Subsidiaries holds a beneficial interest shall be deemed to terminate at any time and such time). In the case of clause (ii) the amount of such Taxes paid by HQGW ), exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and its Subsidiaries on or prior to amortization deductions computed as if the Closing Date (which includes any payments was the last day of estimated taxes or similar amounts made by HQGW and its Subsidiaries the Straddle Period) shall be allocated between the portion of the Straddle Period ending on or prior to the Closing Date and any amounts the portion of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though Straddle Period thereafter in proportion to the amount reflected for such reserve has not yet been paid, based on number of days in each such Shareholder's Ownership Percentage, to the applicable taxing authority)portion. The Shareholders severally, based Company shall elect to close the books 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any to treat such taxable period ending after the Closing Dateyear as two separate taxable years. The first taxable year shall begin on January 1, if such credit is attributable to a taxable period ending 2016 and end on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset second taxable year shall begin on the Company Balance SheetClosing Date and end on December 31, 2016.

Straddle Period. For purposes To the extent permitted by applicable Law, the parties hereto agree to cause state and local Tax Periods of subparagraphs the Acquired Companies to be closed at the close of business on the Closing Date. In the event applicable Law does not permit the closing of any such period, the allocation of Tax liability for any Straddle Period shall be made as follows: (ai) and (b) above, in the case of any taxable period that includes Taxes imposed on a periodic basis and not based on income (but does not end on) such as real or personal property Taxes), the Closing Date (a "Straddle Period"): (i) real, personal and intangible property portion of such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to any Pre-Closing Tax Period (other than Taxes imposed included in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Straddle Period shall be equal to the amount product of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are 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; and 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 of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred attributable to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed determined, if reasonably feasible, from the books and records of the Company, the Seller Parties and their Subsidiaries as if such though the taxable year or period ended as of the Company, the Seller Parties and their Subsidiaries terminated at the close of business on the Closing Date. The indemnity obligations of 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) aboveeach Acquired Company, in the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of any Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, such Acquired Company based upon or measured by net income or gain for any the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which such Acquired Company holds a beneficial interest will be deemed to terminate at such time). The amount of Taxes for a Straddle Period, other than Taxes imposed in connection with of such Acquired Company based upon or measured by net income or gain, which relate to the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall Pre-Closing Tax Period will be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-taxable period ending on the Closing Tax Period Date and the denominator of which is the number of days in the such Straddle Period; and (ii) . To the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), extent any Tax Return for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a any Straddle Period shallis reasonably expected to result in the Sellers being liable for any amount, subject including under this Agreement or to any Governmental Authority, the limitations on indemnification pursuant to Section 5, equal Buyer shall provide the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount Sellers’ Representative with a draft of such Taxes Straddle Period Tax Return no later than ten (10) days before the due date for the Pre-Closing Tax filing such Straddle 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 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 Return Returns shall be prepared in accordance with respect to estimated Taxes) applicable Legal Requirements and this Agreement and shall be prepared, and each item thereon treated, in a manner consistent with past practices of the Acquired Companies, if any, employed with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filedapplicable Acquired Company, five days prior to the date satisfaction of the Tax liability is except as otherwise required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant heretoapplicable Legal Requirements. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of 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 receipt thereof, pay to each of the 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 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, 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 or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of 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 refund for Taxes was reflected as an asset on the Company Balance Sheet.96760364_21

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): The Seller will (i) real, personal prepare (or cause to be prepared) and intangible property Taxes file ("Property Taxes"or cause to be filed) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing all Tax Period (other than Taxes imposed in connection with the 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as Returns of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes Company and Subsidiaries 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 all 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 (periods which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries end on or prior to the Closing Date and any amounts which are filed after the Closing Date, and (ii) pay all 48 Taxes of Taxes for which a reserve has been reflected on the Company Balance Sheetand Subsidiaries with respect to such Tax periods, even though the amount reflected except for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, any Taxes attributable to the applicable taxing authority). The Shareholders severallyBuyer’s 49.667% interest in a Subsidiary, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon 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) five days the Buyer shall be afforded a reasonable amount of time to review and comment on such Tax Returns prior to filing, (B) the date on which Buyer and the Seller shall consult in good faith regarding the preparation of such Tax Return Returns, and (including C) the Seller shall incorporate in good faith any Tax Return comments of the Buyer or its tax advisors with respect to estimated Taxessuch 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 such Taxes the entire Straddle Period is required to be filed 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 if no such Tax Return is required to be filed, five days (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 date satisfaction 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 liability is required 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 that begins and ends after the Closing Date, (ii) any Loss attributable to any breach by the relevant taxing authorityBuyer or any of their Affiliates of any covenant or agreement contained in this Article 6, (iii) any additional Tax Liability of the Seller resulting from any transaction, other than any transaction or (B) ten days 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 receipt from RSI Buyer’s purchase of notice that such amount 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 required solely liable under this Article 6. Notwithstanding anything to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders 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 shall be appropriately adjusted to reflect Period. (d) Any Tax refunds that are received by the Buyer or its Affiliates after the Closing, and any final determination (which shall include the execution of Form 870-AD amounts credited or any successor form) with respect to offset against Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereofBuyer or its Affiliates after the Closing that are actually realized by such Persons, pay that in each case relate to each of the 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 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 received by HQGWwill 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 its Subsidiaries forty-five (45) days of the Closing Date or the Surviving 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 (including 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 Company at and Subsidiaries (including those Liabilities as may arise pursuant to this Article 6 relating to any time 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 Company and Subsidiaries. The Buyer and the Seller will, and will cause their respective Affiliates to, retain until the expiration of the applicable statute of limitations all Tax Returns, schedules, work papers, accounting records and other records that are owned by such Person immediately after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending and that relate to the Company and Subsidiaries; after the Closing Dateend of such period, if before disposing of any such credit is attributable Tax Returns, schedules, work papers or other records, each will give notice to a taxable period ending on or prior such effect to the Closing Dateother, any refund of estimated tax payments made on or prior and will give the other, at the other’s cost and 50 expense, a reasonable opportunity to the Closing Date remove and retain all or any application part of such payments to either a taxable period commencing after Tax Returns, schedules, work papers or other records as the Closing Date other may select. (f) If any Taxing Authority informs the Buyer or a portion the Seller of any notice of a Straddle Period that is subsequent to the Closing Dateproposed audit, and any interest received by HQGWclaim, any assessment or other dispute concerning an amount of its Subsidiaries or the Surviving Company Taxes with respect to which the other Party may incur Liability hereunder, 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 notice or other documents received from any Taxing Authority with respect to such 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 foregoing assertion of such Tax Liability, (i) if the indemnifying Party is precluded from contesting the applicable taxing authorityasserted Tax Liability in any forum as a result of the failure to give ten (10) unless (business days notice and only could have asserted in good faith that the Tax Liability should be reduced, the indemnifying Party will have no obligation to indemnify the extent) that indemnified Party for the amount of such refund for 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 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 was reflected with respect to which either Party may incur liability hereunder shall be controlled as an asset on the Company Balance Sheetprovided in Section 6.4.

Straddle Period. For The Seller Representative, the Company and Buyer agree to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date for purposes of subparagraphs this Agreement: (ai) and (b) above, in the case of any taxable period that includes (but does not end on) property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date (a "Straddle Period"): (i) real, personal and intangible property shall equal the Taxes ("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 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 the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-portion of the period ending on the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of 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) in the case of all other Taxes (including Income Taxes, sales Taxes, employment Taxes and withholding Taxes), the amount attributable to the portion of such Taxes paid by HQGW and its Subsidiaries the Straddle Period ending 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 shall be determined as if 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 filed a separate 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 notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the portion of the Straddle Period ending as of the day on the Closing Date using a “closing of the books methodology.” For purposes of clauses ‎(i) and ‎(ii), any item determined on an annual or periodic basis (including amortization and depreciation) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period. RSI shall cause ; provided that any deductions for bonus depreciation and for research and experimental expenditures for the Surviving Company Straddle Period attributable to within 10 days of an asset acquired by the receipt thereofCompany, pay or to each of the Shareholders an amount equal to such Shareholder's Ownership Percentageresearch and experimental expenditures incurred, 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 before or the 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, if such credit is attributable to a taxable period ending on or prior shall be allocated to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a the Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries during which such asset was acquired 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 refund for Taxes expenditure was reflected as an asset on the Company Balance Sheetincurred.