Common use of Straddle Periods Clause in Contracts

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. (i) For all purposes of this Agreement: (aSection 8.1(a)(i) Except as provided in Section 8.03(band 8.1(b)(i), any in the case of Taxes of or that are payable with respect to a Transferred Entity or taxable period that begins before the Transferred Assets for Closing Date and ends after the Closing Date (a "Straddle Period"), the portion of any Straddle Period shall be apportioned between such Tax that is allocable to the portion of the period ending on the Closing Date shall be: (1) in the case of Taxes that are either (x) based upon or related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and the portion of the period commencing on the day immediately following included) the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law.; (b2) In in the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are based upon gross premiums deemed equal to the amount that would be payable for a taxable period that includes, but does not end on, with respect to the premium written as of the Closing Date, ; and (3) in the portion case of such Tax which relates Taxes imposed on a periodic basis with respect to the portion assets of such taxable period ending on the Closing Date shall be Acquired Subsidiaries , or otherwise measured by the level of any item, deemed to be the amount of such Tax Taxes for the entire taxable 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 in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire period, (ii) To the extent permitted under applicable Law, Parent and Purchaser shall take all actions reasonably necessary to terminate the taxable period and year of the portion of such Tax which relates to Acquired Subsidiaries on the portion of Closing Date. To the extent any such taxable year of the Acquired Subsidiaries is terminated on the Closing Date, the parties hereto agree to cause the Acquired Subsidiaries to file all Tax Returns for the period beginning immediately after including the Closing Date shall be deemed to be on the amount of such Tax for basis that the entire relevant taxable period multiplied by a fraction, ended as of the numerator close of which is the number of days in the taxable period beginning after business on the Closing Date and Date, unless the denominator of which is the number of days in the entire taxable periodrelevant taxing authority will not accept a Tax Return filed on that basis.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of any Trilogy Party or any of their Subsidiaries that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Taxes attributable to a period (or portion thereof) before the Closing Date shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable periodStraddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.02 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes of the Company or other periodic Taxes any of its Subsidiaries that are payable for a taxable period that includes, but does not end on, the Closing Datewith respect to any Straddle Period, the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (a) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (a) of the portion preceding sentence, any exemption, deduction, credit or other item (including the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of or the Companies that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Companies or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 11.5 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Taxing Authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date. Buyer and the Shareholder agree that any deductions associated with Transaction Expenses shall be included as deductions of the Companies in all Tax Returns for the Pre-Closing Periods to the extent permitted by Legal Requirement and further agree, except as otherwise required by Legal Requirement, that the “next day rule” of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) has no application with respect to such Transaction Expenses. Buyer and Shareholder further agree to apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success based fees in connection with this Agreement.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of the Sellers or any of the Transferred Subsidiaries that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (A) based upon or related to income or receipts, or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion amount that would be payable if the Tax year or period ended at the Effective Time; and (ii) in the case of such taxable period ending Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the Closing Date shall business or assets of the Sellers or the Transferred Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending at the Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending at the Effective Time on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) at the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 6.3(g) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant taxing authorities to treat a portion of any Straddle Period as a short taxable period and ending as of the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodEffective Time.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b)All personal property Taxes, any Taxes of or real property Taxes, and similar ad valorem obligations levied with respect to a Transferred Entity or the Transferred Assets or Business for any a Straddle Period shall be apportioned between the portion Pre-Closing Tax Period and the Post-Closing Tax Period as of the period ending on the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the portion number of days of such taxable period included in the Post-Closing Tax Period. All other Taxes (including sales, use, value added, goods and services and other similar Taxes, employment Taxes, withholding Taxes, and any Tax based on or measured by income, receipts or profits) attributable to the ownership and operation of the period commencing on Business and the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of Transferred Assets for a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) Straddle Period shall be allocated between the period ending on the Pre-Closing Date Tax Period and the period beginning after Post-Closing Tax Period based on a deemed “closing of the Closing Date in proportion to books” at the number close of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date . Seller shall be deemed to be liable for the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which Taxes that is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates apportioned to the portion of such taxable period beginning immediately after the Pre-Closing Date Tax Period (which Taxes shall be deemed to considered Excluded Taxes), and Buyer shall be liable for the amount of such Taxes that is apportioned to the Post-Closing Tax Period. Within a reasonable period, Seller, on the one hand, and Buyer, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 6.2, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other party within 10 days after delivery of such statement. Any payment required under this Section 6.2 and not made within 10 days after delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid. For the entire taxable period multiplied by avoidance of doubt, any employment Taxes attributable to a fractionPre-Closing Tax Period but deferred pursuant to the Coronavirus, the numerator of which is the number of days Aid, Relief and Economic Security Act shall be considered Taxes incurred in the taxable period beginning after the a Pre-Closing Date and the denominator of which is the number of days in the entire taxable periodTax Period.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or All property and ad valorem taxes and assessments on the Transferred Purchased Assets for any Straddle Tax Period shall be apportioned prorated between Buyer, on the portion one hand, and the Sellers, on the other hand, as of the period ending close of business on the Closing Date and based on the best information then available, with (a) the Sellers being liable for such Taxes attributable to any portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Straddle Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period Period ending on or prior to the Closing Date and such Taxes shall be allocable to the period Pre-Closing Tax Period and (b) Buyer being liable for such Taxes attributable to any portion of a Straddle Tax Period beginning after the Closing Date. Information available after the Closing Date in proportion that alters the amount of property taxes due with respect to the number of days Straddle Tax Period will be taken into account and any change in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion amount of such Tax which relates taxes shall be prorated between Buyer and the Sellers. All prorations under this Section 6.16 shall be allocated so that items relating to the portion of such taxable period a Straddle Period ending on or prior to the Closing Date shall be deemed allocated to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is Sellers based upon the number of days in the taxable period ending Straddle Tax Period on (and including) or prior to the Closing Date and items related to the denominator portion of which is a Straddle Tax Period beginning after the Closing Date shall be allocated to Buyer based upon the number of days in the entire taxable period and the portion of such Straddle Tax which relates to the portion of such taxable period beginning immediately Period after the Closing Date shall be deemed Date. The amount of all such prorations shall, if able to be calculated on or prior to the amount of such Tax for the entire taxable period multiplied by a fractionClosing Date, the numerator of which is the number of days in the taxable period beginning after be paid on the Closing Date or, if not able to be calculated on or prior to the Closing Date, be calculated and the denominator of which is the number of days in the entire taxable periodpaid as soon as practicable thereafter.

Straddle Periods. For all purposes The Buyers will prepare or cause to be prepared and file or cause to be filed when due any Tax Returns of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of the Company or with respect to the assets or activities of the Company for Straddle Periods and will remit all Taxes shown due on such Tax Returns. The Buyers will permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and will make such revisions to such Tax Returns unless the Buyers reasonably determine that a Transferred Entity proposed revision is not appropriate. The Seller will pay to the Buyers no later than two days prior to the date on which the Buyers pay the Taxes shown due on the Tax Returns an amount equal to the portion of such Taxes for which the Seller is liable pursuant to this Section 10 to the extent such Tax Liability is not included as a Liability in the determination of Net Working Capital under Section 2.3. To the extent permitted or required by law or administrative practice, the Transferred Assets taxable year of the Company which includes the Closing Date shall be treated as closing on (and including) the Closing Date. Where it is necessary for any purposes of this Section 10 to apportion between the Seller and the Buyers the Taxes of the Company or with respect to the assets or activities of the Company for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the portion period deemed to end at the close of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions except that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for imposed on a taxable period that includes, but does not end on, the Closing Dateperiodic basis, the portion of such Tax which relates that shall be allocated to the portion of such taxable period Straddle Period ending on the Closing Date shall will be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and Straddle Period. For purposes of this Section 10, if any transaction occurs on the portion of such Tax which relates to the portion of such taxable period beginning immediately Closing Date but after the Closing Date has occurred, and that transaction is outside the Ordinary Course of Business or otherwise is with respect to assets and activities of the Company, that transaction shall be deemed to be treated as having occurred on the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after day following the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing DateStraddle Period, the portion of such Tax which relates to the portion of such taxable period Straddle Period ending on the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use, or payroll, be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction, fraction (1) the numerator of which is the number of calendar days in the taxable period Straddle Period ending on (and including) the Closing Date and (2) the denominator of which is the number of calendar days in the entire taxable period Straddle Period and (B) in the portion case of such any Tax based upon or related to income, receipts, sales, or payroll, be deemed equal to the amount which relates would be payable if the relevant Straddle Period ended as of the close of the Closing Date. For purposes of this Section 6.8(c), to the maximum extent permitted by Law, (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be based on the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the relative number of days in such portion of the taxable period beginning after the Closing Date and the denominator of which is Straddle Period as compared to the number of days in the entire taxable periodStraddle Period; (B) any Tax or item of income, gain, loss, deduction or credit resulting from a Parent Closing Date Transaction shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) any item of deduction attributable to any Transaction Expenses and other items incurred by the Unitholders shall be allocated to the portion of the Straddle Period ending on the Closing Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, the parties agree that for purposes of determining income, profit, loss, deduction, or any other items allocable to any Tax period of the Company, such items will be determined using the interim closing of the books method under Code Section 706 and Treasury Regulations Section 1.706-4 (or any similar or corresponding provision of state or local law), using the “calendar day” convention, effective as of the end of the Closing Date.

Straddle Periods. For all purposes To the extent permissible under applicable Laws, the parties agree to elect (and have the Transferred Entities elect) to have each Tax year of this Agreement: (a) Except as provided each Transferred Entity end on the Closing Date and, if such election is not permitted or required in Section 8.03(b), any Taxes of or a jurisdiction with respect to a specific Tax such that the Transferred Entity or is required to file a Tax Return for a Straddle Period, to utilize the Transferred Assets following conventions for any Straddle Period shall be apportioned between determining the amount of Taxes attributable to the portion of the period Straddle Period ending on the Closing Date Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period Straddle Period ending on the Closing Date shall be deemed to be equal the amount of such Tax Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period Straddle Period; and (ii) in the portion case of such Tax which relates all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed determined as if the Transferred Entity (and to be the amount of extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Tax Taxes for the entire taxable period multiplied by a fraction, portion of the numerator Straddle Period ending as of which is the number end of days in the taxable period beginning after day on the Closing Date and using a “closing of the denominator of which is the number of days in the entire taxable periodbooks methodology.”

Straddle Periods. For all purposes of this Agreement: (a) Except Buyer and Seller agree that they will treat the Transferred FH Companies and the Closing Subsidiaries as provided in if they ceased to be part of the Seller’s “affiliated group” (within the meaning of Section 8.03(b1504 of the Code, and any comparable or similar provision of state, local or foreign Laws), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion as of the period ending close of business on the Closing Date Date. Buyer and the portion of the period commencing on the day immediately following the Seller agree that if any Transferred FH Company or Closing DateSubsidiary is permitted but not required under applicable foreign, based on an interim closing of the books, as if state or local Tax Laws to treat the Closing Date were as the end last day of a Tax taxable period, Buyer and each Seller shall treat such portion day as the last day of such period shall be deemed to be a separate taxable period; provided, thathowever, and without affecting the provisions of Section 7.1(b), Seller shall not be required to treat the Closing Date as the last day of the taxable period of any Transferred FH Company or Closing Subsidiary to the extent that such treatment would materially increase the Tax liability of Seller, the applicable FH Share Seller or such Transferred FH Company or Closing Subsidiary in each case attributable to the Pre-Closing Tax Period. (b) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the determination of Taxes attributable to the Pre-Closing Tax Period and the Post-Closing Tax Period shall be made by assuming that the Straddle Period ended on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity will be deemed to terminate at such time), except that (1) exemptions, allowances or deductions that are calculated on an annual basis and (including2) Taxes (such as real or personal property Taxes) that are imposed on a periodic basis, but not limited toin each case, depreciation and amortization deductions) shall be allocated between the period ending prorated on the basis of the number of days in the Pre-Closing Date and the period beginning after the Closing Date in proportion Tax Period as compared to the number of days in each period the Post-Closing Tax Period. Taxes attributable to Subpart F income, determined in accordance with Section 952 of the extent permitted by applicable Law. (b) In Code, of a Transferred FH Company or Closing Subsidiary that is characterized as a foreign corporation for U.S. federal income tax purposes for the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on year including the Closing Date shall be deemed to be allocated between the amount of such Pre-Closing Tax for Period and the entire taxable period multiplied by a fraction, the numerator of which is the number of days in Post-Closing Tax Period assuming that the taxable period ending year of the Transferred FH Company or Closing Subsidiary terminated on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all purposes of this Agreement: Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (a14) Except as provided in Section 8.03(b)days prior to filing, shall permit the Stockholder Representative to review and comment on any Taxes of or such Tax Return prior to filing, shall report all items with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and the portion of the period commencing on the day immediately following the Closing Dateits Subsidiaries, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period except to the extent permitted required by applicable Law. , and shall obtain the Stockholder Representative’s Written consent (bnot to be unreasonably withheld, condition or delayed) In prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are imposed on a periodic basis and payable for a taxable period that includes, but does not end on, the Closing DateStraddle Period, the portion of such Tax which relates to the portion of such taxable period Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction, fraction (i) the numerator of which is the number of calendar days in the taxable period Straddle Period ending on (and including) including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire taxable period Straddle Period and (b) in the portion case of such any Tax which relates based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the portion amount which would be payable if the relevant Straddle Period ended as of such taxable period beginning immediately after the close of business on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of or any Genesis Company that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of any Genesis Company or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Genesis Companies. 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 a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement: ) (a) Except as provided in Section 8.03(ba “Straddle Period”), any Taxes Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or with respect to a Transferred Entity or members of the Transferred Assets Constar Group for any Straddle Period shall be apportioned between the portion of the such tax period ending on the Closing Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the portion members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period commencing on beginning with the day immediately after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Closing Date, Effective Date shall be based on upon an interim closing of the books, books of the affected member or members of the Constar Group as if of the Closing opening of the day following the Effective Date were and shall otherwise follow the end principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a Tax period, and each such statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of such period Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall be deemed accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to be Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a separate taxable period; provided, that, exemptions, allowances second statement showing any additional amount owed by Constar or deductions that are calculated on an annual basis any amount payable by Crown to Constar (including, but not limited to, depreciation and amortization deductionsa “Final Statement”) shall be allocated between the period ending on the Closing Date and the period beginning 30 days after the Closing Date filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in proportion to the number of days in each period to the extent permitted by applicable Lawtwo preceding sentences. (b) In the case For purposes of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Datethis Section 3.2, the portion of Tax Liabilities attributable to a member shall be determined by allocating the Tax due and payable with respect to a Straddle Period Return among the members in the same proportion that each such Tax which relates member’s taxable income, determined on a separate company basis, bears to the sum of the separate taxable incomes of all members having separate taxable income (and disregarding losses of any member). The excess of the Tax Liability of a member determined on a separate company basis over the allocable portion of the Tax Liability of such taxable period ending on member as determined under the Closing Date immediately preceding sentence shall be deemed paid by such member to be the amount other member or members having losses in direct proportion to the reduction in Tax Liability resulting from the inclusion of such Tax for loss member or members. In no event shall this Section 3.2 require a member of either the entire taxable period multiplied by Constar Group or Crown Group to make a fraction, the numerator of which is the number of days payment to another member in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodsame group.

Straddle Periods. For all purposes Buyer shall prepare or cause to be prepared (on a basis consistent with past practice) and file or cause to be filed any Tax Returns of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or the Acquired Companies with respect to any period beginning before the Closing Date and ending after the Closing Date (a Transferred Entity "Straddle Period"), and shall pay or cause to be paid all Taxes due with respect to such Tax Returns. To the Transferred Assets extent that the Indemnifying Stockholders may have liability with respect to such Returns, Buyer (i) shall deliver each such Tax Return to the Stockholder Representative for review at least fifteen (15) days prior to the filing date of any Straddle Period such Tax Return (in cases involving Tax Returns not relating to income taxes, if it is impracticable to deliver such Tax Returns 15 days prior to the filing thereof, such Tax Returns shall be apportioned between delivered to the Stockholder Representative as far prior to the filing thereof as is practicable); (ii) shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing; and (iii) shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative, provided that such revisions relate to the portion of the period ending Straddle Period that ends on the Closing Date and the portion Date. Buyer shall be reimbursed out of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis Escrow Assets within fifteen (including, but not limited to, depreciation and amortization deductions15) shall be allocated between the period ending on the Closing Date and the period beginning days after the Closing Date in proportion date on which Taxes are paid with respect to the number of days in each period such periods an amount equal to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax Taxes which relates to the portion of such taxable Straddle Period ending on the Closing Date, except to the extent such Taxes are reflected in the Tax Reserves; provided, however, that the reimbursement provided for in this Section 11.5(a) shall be treated as a Loss and shall be subject to the limitations set forth in Section 11.2 and to the relevant limitation period provided for in Section 12.4. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall shall: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period Straddle Period, and (ii) in the portion case of such any Tax which relates based upon or related to income or receipts, be deemed equal to the portion of such taxable period beginning immediately after amount which would be payable if the relevant Straddle Period ended on the Closing Date Date; and provided, further, that with respect to Taxes of the Acquired Companies for a Straddle Period, Buyer shall not be deemed reimbursed for any Taxes attributable 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 after the Closing Date and the denominator of which is the number of days in the entire taxable periodLIFO recapture income.

Straddle Periods. For all purposes In the case of this AgreementTaxes 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 date of the Closing shall be: (a) Except in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided in under Section 8.03(b7.06), any Taxes of deemed equal to the amount which would be payable (after giving effect to amounts which may be deducted from or with respect to a Transferred Entity or offset against such Taxes) if the Transferred Assets for any Straddle Tax Period shall be apportioned between ended on the portion date of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodClosing; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law.and (b) In in the case of any real property, personal property and similar ad valorem Taxes or other imposed on a periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates basis with respect to the portion assets of such taxable period ending on the Closing Date shall be Company or any Company Subsidiary (excluding Taxes related solely to personal property), or otherwise measured by the level of any item, deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (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 days in the taxable period ending on (and including) the date of the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion Straddle Period. (c) Any credit or refund resulting from an overpayment of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date Taxes for a Straddle Period shall be deemed prorated based upon the method employed in this paragraph (b) taking into account the type of Tax to which the refund relates. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the amount of such Tax for the entire taxable period multiplied by a fractionCompany or any Company Subsidiary, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodas applicable.

Straddle Periods. For all purposes of this Amended Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or Unless otherwise agreed by the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date Buyer and the portion of Seller, the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date Buyer and the period beginning after the Closing Date in proportion to the number of days in each period Seller will, to the extent permitted by applicable Law. (b) In , elect, or otherwise reasonably cooperate, to close the case Tax year of any real property, personal property the Company and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax which relates Taxes (or refunds or credits of such Taxes) that are attributable to the portion Pre-Closing Tax Period shall (a) in the case of Taxes (or refunds or credits of such taxable Taxes) that are either (i) based upon or related to income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5, be deemed equal to the amount that would be payable if the Tax year or period ending ended on the Closing Date shall and (b) in the case of Taxes (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. Any exemption, deduction, credit or other item (including the portion effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable periodStraddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. For all purposes (i) Unless prohibited by applicable Law, the Sellers and the Buyer shall each cause any relevant taxable year or period of this Agreement: (a) Except each Company to terminate as provided in Section 8.03(b), of the Closing Date. To the extent any Company’s relevant taxable year or period cannot be so terminated and it is necessary to determine the Buyer’s and the Sellers’ liability for any Company’s Taxes of or with respect attributable to a Transferred Entity or Straddle Period, the Transferred Assets determination of such Taxes for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on and including the Closing Date (the “Pre-Closing Straddle Period”), and the portion of the Straddle Period beginning after the Closing Date (the “Post-Closing Straddle Period”) shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the portion other which began at the beginning of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such . (ii) The portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion Tax attributable to the number of days Pre-Closing Straddle Period will (a) in each period to the extent permitted by applicable Law. (b) In the case of any real propertyTaxes other than sales or use taxes, personal property value-added taxes, employment taxes, withholding taxes, and similar ad valorem Taxes any Tax based on or other periodic Taxes that are payable for measured by income, receipts or profits earned during a taxable period that includesStraddle Period, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending be determined on the Closing Date shall a per diem basis and be deemed to be the amount of such Tax for the entire taxable Tax period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (Pre-Closing Straddle Period and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and Straddle Period (or, in the portion case of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be Taxes determined on an arrears basis, the amount of such Tax Taxes for the entire taxable immediately preceding Tax period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Pre-Closing Date Straddle Period and the denominator of which is the number of days in the entire Straddle Period); and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be determined on an interim closing of the books basis and be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. Notwithstanding anything to the contrary in this Agreement, for purposes of determining Taxes on an interim closing of the books basis for which the Sellers shall be responsible in respect of any such short taxable year or period or deemed short taxable year or period, all of the Transaction Expenses and other related party items paid on or prior to the Closing Date shall be accrued as an expense and be treated as having been paid in a Pre-Closing Straddle Period or pre-closing Tax period, as applicable. (iii) The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Taxing Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of under this Agreement: (a) Except as provided , in Section 8.03(b), any Taxes the case of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between Period, the portion of Taxes that are allocable to the portion of the period Straddle Period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis will be: (including, but not limited to, depreciation and amortization deductionsi) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real propertyProperty Taxes and other Taxes imposed on a periodic basis without regard to income, personal property and similar ad valorem Taxes gross receipts, payroll or other periodic Taxes that are payable for a taxable period that includessales, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of such Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) in the case of all other Taxes, determined as though the relevant taxable period and year terminated at the portion end of such Tax which relates the Closing Date. If any Taxes for a Straddle Period relating to the portion of such taxable period beginning immediately after Purchased Assets or the Assumed Liabilities that are allocated to the Pre-Closing Date shall be deemed Tax Period under this Section 5.12 are paid by the Purchaser, on the one hand, or if any Taxes for a Straddle Period relating to be the Purchased 31 Assets or the Assumed Liabilities that are allocated to the Post-Closing Tax Period under this Section 5.12 are paid by the Seller, on the other hand, the proportionate amount of such Tax for Taxes allocable to the entire taxable period multiplied other party shall be paid promptly by a fraction, such other party to the numerator of which is party that paid such Taxes to the number of days in the taxable period beginning applicable Governmental Authority promptly after the Closing Date and payment of such Taxes. To the denominator of which is extent any amounts are paid by the number of days in Seller to the entire taxable periodPurchaser under this Section 5.12, such amounts shall not be duplicatively indemnified against as an Excluded Liability.

Straddle Periods. (a) For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. To the extent possible under applicable Legal Requirements, the parties shall take such actions as shall be necessary or appropriate to cause the taxable year of the Company to end on the Closing Date. For all purposes of under this Agreement: (a) Except as provided , in Section 8.03(b), any Taxes the case of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between Period, the portion of Taxes that are allocable to the portion of the period Straddle Period ending at the end of the Closing Date shall be determined as follows: (i) In the case of any Tax other than a Tax based upon or related to income, sales, receipts, use, wages, capital expenditures, or expenses, the amount of Tax that is allocable to the portion of the Straddle Period that ends on the Closing Date shall be deemed to be the amount of the Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period that ends on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. (ii) In the case of any Tax based upon or related to income, sales, receipts, use, wages, capital expenditures, or expenses, the amount of Tax that is allocable to the portion of the period commencing Straddle Period that ends on the day immediately following Closing Date shall be deemed to equal the amount which would be payable if the relevant Tax period of the Company (and of any partnership or other pass-through entity in which the Company holds, directly or indirectly, an interest) had ended on the Closing Date, based on an interim using the “closing of the books, as if the Closing Date were the end ” method of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodaccounting; provided, thathowever, that all exemptions, allowances allowances, or deductions that for the entire Straddle Period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date two short periods in proportion to the number of days in each period. Any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period to ended on the extent permitted by applicable LawClosing Date. (biii) In All Taxes in the case form of interest or penalties that relate to Taxes for any Tax period ending on or prior to the Closing Date (or the pre-Closing portion of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable Tax period that includes, but does not end on, begins on or before and ends after the Closing Date, ) shall be treated as occurring in such Tax period (or the pre-Closing portion of such Tax which relates to the portion of period) whether such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fractionitems are incurred, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately accrued, assessed or similarly charged on, before, or after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes Purchaser (at its cost and expense) shall prepare and file, or cause to be prepared and filed, when due any Tax Returns of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Purchaser will continue to follow the historic tax accounting methods and practices of or the Company with respect to all such Tax Returns, except to the extent otherwise required by applicable Law (unless such change is required as a Transferred Entity result of Purchaser’s actions or elections). Purchaser shall permit Sellers to review and comment on each material Tax Return described in the Transferred Assets for any Straddle Period preceding sentence prior to filing. Sellers shall deliver to Purchaser, at least three (3) business days prior to the date on which such Taxes are required to be apportioned between paid, that portion of the Taxes which relates to the portion of such taxable period of the period Company ending on the Closing Date and (the portion “Pre-Closing Straddle Period Taxes”) less the amount of the period commencing on the day immediately following the Closing DateTaxes relating to such Tax Returns that were included in Current Liabilities. For purposes of this Section 12.2, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are imposed on a periodic basis and are payable for a taxable period that includes, includes (but does not end on, ) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to sales, income, payroll, payments or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period, and (ii) in the case of any Tax based upon or related to sales, income, payroll, payments or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date; provided, however, that property Taxes shall be apportioned pursuant to Section 4.5.

Straddle Periods. For all purposes In the case of this Agreement: any Tax period that includes (abut does not end on) Except the Closing Date (any such Tax period hereinafter is referred to as provided in Section 8.03(ba “Straddle Period”), the amount of any Taxes based on or measured by income or receipts of the Company or with respect to a Transferred Entity or any of the Transferred Assets Acquired Companies for any Straddle the Pre-Closing Tax Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, determined based on an interim closing of the books, books of such Acquired Company as if of the Closing Date were and the end amount of other Taxes of the Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax period, and each such portion of such period Period shall be deemed to be an amount of such Tax for the entire Tax period multiplied by a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation fraction the numerator of which is the number of days from the beginning of the Straddle Period through and amortization deductions) shall be allocated between the period ending on including the Closing Date and the period beginning after the Closing Date in proportion to denominator of which is the number of days in each period such Straddle Period. For purposes of this Agreement, any Tax allocated to the extent permitted by applicable Law. (bPre-Closing Tax Period under this Section 6.4(a) In and not taken into consideration pursuant to Section 1.6 in determining Net Working Capital shall be treated as an Excluded Liability and shall be the case responsibility of any real propertythe Company. For purposes of this Agreement, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such each property Tax which relates or similar Tax with respect to the portion of such taxable period ending on the Closing Date Transferred Assets that is attributable to any Straddle Period shall be deemed to treated as an Excluded Liability and shall be the responsibility of the Company, and that portion shall be equal to the total amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the such taxable period ending on (falling before and including) including the Closing Date Date, and the denominator of which is the total number of days in the entire such taxable period and the portion period. The remainder of any such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount responsibility 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 after the Closing Date and the denominator of which is the number of days in the entire taxable periodPurchaser.

Straddle Periods. For all purposes In the case of this Agreement: any taxable period that includes (abut does not end on) Except as provided in Section 8.03(bthe Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, gross or net sales, payments or receipts, or payroll of or with respect to a Transferred Entity or the Transferred Assets Company and the Company Subsidiaries for any Straddle the Pre-Closing Taxable Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, determined based on an interim closing of the books, books as if of the close of business on the Closing Date were (and for such purpose, the end taxable period of a Tax period, and each such portion of such period any partnership or other pass-through entity shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductionsterminate at such time) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case amount of any real property, personal property other Taxes of the Company and similar ad valorem Taxes or other periodic Taxes that are payable the Company Subsidiaries for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending a Straddle Period that ends on and includes the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period such Straddle Period; provided, however, that exemptions, allowances, deductions or Taxes that are calculated on an annual basis, such as property Taxes and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date depreciation deductions, shall be deemed apportioned between such two taxable years or periods on a daily basis. For the avoidance of doubt, if the Company or any Company Subsidiary is a “United States shareholder” (within the meaning of Section 951(b) of the Code) of a controlled foreign corporation (within the meaning of Section 957 of the Code), amounts, if any, included in the income of the Company or such Company Subsidiary (as applicable) under Section 951 of the Code with respect to any Straddle Period of the controlled foreign corporation shall be allocated between such two taxable years or periods of the amount Company or such Company Subsidiary (as applicable) by assuming that, for purposes of such Tax for Section 951 of the entire taxable period multiplied by a fractionCode, the numerator Straddle Period of the controlled foreign corporation consisted of two taxable years or periods, one of which is ended at the number close of days in the taxable period beginning after the Closing Date and the denominator other of which is began at the number beginning of days the day following the Closing Date. In the case of any taxable period that begins before and ends after the Reference Date (a “Straddle Reference Date Period”), Taxes will be apportioned to the Pre-Reference Date Taxable Period in the entire taxable periodsame manner as Taxes are apportioned to the Pre-Closing Taxable Period in the case of a Straddle Period.

Straddle Periods. Acquiror shall prepare or cause to be prepared in a manner consistent with past practice (except as otherwise required by Law) or file or cause to be filed any Tax Returns of the Acquired Companies for periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). The Acquiror shall permit the Member Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall not file any such Tax Return without the consent of the Member Representative, which consent shall not be unreasonably withheld, delayed or conditioned. (i) For all purposes of this Agreement: (a) Except as provided , Taxes arising in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned allocated among the Pre-Closing Period and Post-Closing Period as follows: (1) In the case of Taxes arising in a Straddle Period, except as provided in subsection (2) below, the allocation of such Taxes between the portion of Pre-Closing Period and the period ending Post-Closing Period shall be made on the Closing Date and the portion basis of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, books as if the Closing Date were of the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable LawDate. (b2) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are imposed on a periodic basis and are payable for a taxable period that includes, but does not end on, the Closing DateStraddle Period, the portion of such Tax Taxes which relates to the portion Pre-Closing Period shall, in the case of such taxable period ending any Taxes other than Taxes based upon or related to income or receipts, or franchise Taxes, or Taxes based on the Closing Date shall capitalization, debt or shares of stock authorized, issued or outstanding, be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Pre-Closing Date Period and the denominator of which is the number of days in the entire taxable period and Straddle Period. (ii) With respect to the portion Tax Returns required to be filed by Acquiror for Straddle Periods, Acquiror shall deliver, at least ten days prior to the due date for the filing of such Tax which relates Returns (taking into account extensions), to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be Member Representative a statement setting forth the amount of Taxes that relate to the Pre-Closing Period and copies of such Tax for Returns. The Member Representative (on behalf of the entire taxable period multiplied by a fractionMembers) shall pay within five Business Days of the receipt of such statement, the numerator amount of which is Taxes shown on such statement as attributable to the number Pre-Closing Period portion of days the relevant Straddle Periods (except to the extent already taken into account in the taxable period beginning after calculation of either Working Capital or Company Expenses and having already resulted in a reduction to the Closing Date and the denominator of which is the number of days in the entire taxable periodPurchase Price).

Straddle Periods. For all purposes of under this Agreement: (a) Except as provided , in Section 8.03(b), any Taxes the case of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period Period, Taxes shall be apportioned between attributable to the portion of the such period ending on the Closing Date and the portion of the period commencing on the day immediately following the US/NL Closing Date, based on an interim closing in the case of the booksTarget Companies, as if or the JV Holdco Closing Date were Date, in the end case of a Tax periodJV Holdco, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on in an annual basis amount equal to: (including, but not limited to, depreciation and amortization deductionsa) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real propertygross receipts, personal property and income, payroll, employment or similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing DateTaxes, the portion of such Tax which relates Taxes allocable to the portion of such taxable period the Straddle Period ending on or before the US/NL Closing Date shall be or the JV Holdco Closing Date (as applicable), as determined on the basis of the deemed to be closing of the amount books and records of such Tax the applicable Target Company or JV Holdco at the end of the US/NL Closing Date or the JV Holdco Closing Date (as applicable); and (b) in the case of any Taxes other than those described in clause (a), the Taxes for the entire taxable period Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period ending on (Straddle Period from the beginning of the Straddle Period through and including) including the US/NL Closing Date or the JV Holdco Closing Date (as applicable) and the denominator of which is the number of days in the entire taxable period Straddle Period. In the case of clause (a) of the preceding sentence, exemptions, credits, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the US/NL Closing Date or the JV Holdco Closing Date (as applicable) was the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the US/NL Closing Date or the JV Holdco Closing Date (as applicable) and the portion of such Tax which relates the Straddle Period thereafter in proportion to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in each such portion. For purposes of a Tax that is imposed as a result of the application of any rule under Subpart F of Subchapter N of the Code, the taxable period beginning after shall be assumed to end on the US/NL Closing Date and or the denominator JV Holdco Closing Date (as applicable) using a “closing of which is the number of days in the entire taxable periodbooks” method.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date The Buyer and the portion of the period commencing on the day immediately following the Closing DateSeller will, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In , elect, or otherwise reasonably cooperate, to close the case Tax year of any real property, personal property the Company and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Tax which relates Taxes (or refunds or credits of such Taxes) that constitutes Pre-Closing Taxes shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall and (b) in the case of Taxes (or refunds or credits of such Taxes) (other than those described in Section 8.4(a)) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. Any exemption, deduction, credit or other item (including the portion effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable periodStraddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(bWith respect to any taxable period of the Company that would (absent an election) include, but not end until after, the Closing Date (a "Straddle Period"), Buyer and Seller will, to the extent permitted by applicable Law, elect with any relevant Taxing Authority to close such Straddle Period as of the end of the Closing Date. As a result of such election, Taxes will be allocated to Seller and Buyer pursuant to the provisions of Sections 2 and 4, respectively; provided, however, that notwithstanding any provision to the -------- ------- contrary contained in this Agreement, Seller will not be responsible for any Taxes to the extent accrued as a Liability in the determination of or with respect the Adjusted Equity Value. If the Closing Date is not the last day of a calendar month and it is not reasonably practicable to perform a Transferred Entity or closing of the Transferred Assets books as of the end of the Closing Date, Income Taxes for any a Straddle Period as to which an election is made under this Section 3(a) shall be apportioned between determined based upon a closing of the books as of the end of the calendar month immediately preceding the calendar month that includes the Closing Date and a pro rata portion (by day) of the Company's results for the calendar month that includes the Closing Date, except that events or transactions during the calendar month that includes the Closing Date that are not in the ordinary course of business of the Company shall be allocated to the portion of the period ending on Straddle Period up to and including the Closing Date and only if such events or transactions actually occur during such portion of the Straddle Period. (b) In any case where applicable Law does not permit the Company to close a Straddle Period as of the end of the Closing Date, Seller will be allocated any Income Taxes imposed on the Company for the portion of the period commencing on the day immediately following Straddle Period up to and including the Closing Date. For purposes of this Section 3(b), Income Taxes for the portion of a Straddle Period up to and including the Closing Date will be determined based on upon an interim closing of the books, books of the Company as if of the end of the Closing Date were based upon tax accounting methods, practices and procedures last used by the Company in preparing its Income Tax Returns; provided, however, that if (i) the Closing -------- ------- Date is not the last day of a calendar month and (ii) it is not reasonably practicable to perform a closing of the books as of the end of the Closing Date, Income Taxes for the portion of a Tax periodStraddle Period up to and including the Closing Date will be determined based upon a closing of the books as of the end of the calendar month immediately preceding the calendar month that includes the Closing Date and a pro rata portion (by day) of the Company's results for the calendar month that includes the Closing Date, except that events or transactions during the calendar month that includes the Closing Date that are not in the ordinary course of business of the Company shall be allocated to the portion of the Straddle Period up to and each including the Closing Date only if such events or transactions actually occur during such portion of such period shall be deemed to be a separate taxable periodthe Straddle Period; and provided, thatfurther, exemptionshowever, allowances that such Income Taxes will not include -------- ------- ------- any Income Taxes arising as a result of actions taken by the Company, Buyer or deductions any of their Tax Affiliates with respect to the Company, on the Closing Date but after the Closing that are calculated on not in the ordinary course of business of the Company. (c) As to any Tax other than an annual basis Income Tax (a "Non-Income Tax"), for any Straddle Period, Seller will be allocated (i) for any Non-Income Tax that is determined based upon specific transactions (including, but not limited to, depreciation value added, sales and amortization deductions) shall be allocated between use Taxes), all Non-Income Taxes applicable to transactions which have been consummated during the period ending on through the end of the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (bii) In the case of for any Non-Income Tax that is not based upon specific transactions (including, but not limited to, license, real property, personal property property, franchise and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includesdoing business Taxes), but does not end on, the Closing Date, the portion of such any Non-Income Tax which relates equal to the portion of such taxable period ending on the Closing Date shall be deemed to be the full amount of such Non-Income Tax for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable Straddle Period; provided, that Seller's allocation shall be adjusted -------- appropriately to reflect the actual proportionate period and of property ownership or the portion activity of the Company during the Straddle Period, as applicable, for any such Tax which relates Non-Income Taxes imposed with respect to the portion ownership of such taxable period beginning immediately after specific items of property held by the Closing Date shall be deemed to be Company or the amount activity of such Tax for the entire taxable period multiplied by a fractionCompany, as applicable, during the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodStraddle Period.

Straddle Periods. For all purposes of this Agreement: , in the case of any Taxes of the Company or any of 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 Pre-Closing Taxes shall (a) Except as provided in Section 8.03(bthe case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), any Taxes of be deemed equal to the amount that would be payable if the Tax year or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending ended on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In in the case of any real property, personal property and similar ad valorem Taxes or (other periodic Taxes than those described in Section 7.7) that are payable for imposed on a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates periodic basis with respect to the portion business or assets of such taxable period ending on the Closing Date shall Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (a) of this Section 7.7, any exemption, deduction, credit or other item (including the portion effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.7 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except Unless prohibited by applicable Law, the taxable period of the Company shall be closed as provided of the close of business on the Closing Date. In any case where applicable Law does not permit the Company to close its taxable period on the Closing Date or in Section 8.03(b), any Taxes of or case in which a Tax is assessed with respect to a Transferred Entity or taxable period which includes the Transferred Assets for any Closing Date (but does not end on that day) (a “Straddle Period”), then Taxes, if any, attributable to a Straddle Period shall be apportioned between allocated (i) to the portion of Pre-Closing Periods for the period ending on the Closing Date up to and the portion of the period commencing on the day immediately following including the Closing Date, and (ii) to the Post-Closing Periods for the period subsequent to the Closing Date. For Straddle Period Taxes based upon or related to income or receipts or imposed in connection with any transaction, the Taxes, if any, shall be allocated based on an interim a closing of the booksbooks method, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, provided that exemptions, allowances or deductions (other than deductions (or reduced deductions) that are attributable to increased (or decreased) Tax basis of the assets transferred to the Company in the Restructuring Transactions) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period and deductions (or reduced deductions) that are attributable to increased (or decreased) Tax basis of the assets transferred to the extent permitted by applicable Law. (b) In Company in the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, Restructuring Transactions shall be allocated between the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed and the period after the Closing Date in proportion to be the number of days in each such period after the relevant Restructuring Transaction. For Straddle Period Taxes measured by the amount or level of any item (including such Taxes as are measured by the amount of capital or the value of intangibles), the amount of such Tax for Taxes that are determined by multiplying (x) the entire taxable period multiplied amount or level of such items immediately prior to the Closing by (y) a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period Straddle Period, shall be allocated to the Pre-Closing Period, and the portion of such Tax which relates remaining amount shall be allocated to the portion of such taxable period beginning immediately after the Post-Closing Date shall be deemed to be Period. For all Straddle Period Taxes not described above, the amount of such Tax Taxes that are determined by multiplying (A) the amount of such Taxes for the entire taxable period multiplied Straddle Period by (B) a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable periodStraddle Period, shall be allocated to the Pre-Closing Period and the remaining amount shall be allocated to the Post-Closing Period. (b) For the avoidance of doubt, the parties hereto agree that neither party will make a ratable allocation election under U.S. Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar provision of Law. In accordance with U.S. Treasury Regulation Section 1.1502-76 and any analogous provision of Law, any Tax related to an extraordinary transaction that occurs on the Closing Date after the Closing shall be allocated to the Post-Closing Period. In addition, the principles of the preceding sentence shall apply in the absence of an analogous provision of Law and in the case of Straddle Periods.

Straddle Periods. For all purposes of this Agreement: , in the case of any Straddle Period, (a) Except as provided in Section 8.03(b), any ad valorem or similar Taxes of or with respect to imposed on a Transferred Entity periodic basis on the Company Group or the Transferred Assets JCA Entities for any Straddle Pre-Closing Date Period shall be apportioned between equal to the portion amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period and (b) any other Taxes of the Company Group or the JCA Entities, as applicable, allocable to the Pre-Closing Date Period shall be computed as if such taxable period ending ended as of the end of the day on the Closing Date (or, if applicable and solely with respect to the portion of Brazil Business, the period commencing on the day immediately following the Deferred Brazil Closing Date, based ) on an interim a closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodbooks basis; provided, that, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date) and the period beginning after the Closing Date (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date) in proportion to the number of days in each period period; provided, further, that, with respect to any such Taxes of the extent permitted by applicable Law. (b) In the case of any real propertyCompany Group, personal property and similar ad valorem Taxes such exemptions, allowances, deductions or other periodic Taxes Tax attributes that are payable for attributable to Transaction Tax Deductions will be treated as arising in a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed (or, if applicable and solely with respect to be the amount of such Tax for the entire taxable period multiplied by a fractionBrazil Business, the numerator of which is Deferred Brazil Closing Date) to the number of days in the taxable period ending on (extent such amounts are “more likely than not” allocable and including) the deductible with respect to such Pre-Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodPeriod.

Straddle Periods. For all (a) To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Ag 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 purposes of this Agreement: , in the case of any Straddle Period, (a) Except as provided in Section 8.03(b), any Property Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Ag Subsidiaries or imposed on the Ag Business allocable to the Pre-Closing Period shall be apportioned between equal to the portion amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) of the Transferred Ag Subsidiaries allocable to the Pre-Closing Period shall be computed as if such taxable period ending ended as of the end of the day on the Closing Date and the portion in a manner consistent with past practices of the period commencing on Transferred Ag Subsidiaries (or of Descartes with respect to the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodTransferred Ag Subsidiaries); provided, that, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes period. Each Transferred Ag Subsidiary that is classified as a partnership or other periodic Taxes that are payable “flowthrough” entity for a income Tax purposes shall be treated for purposes of this Agreement as if its taxable period that includes, but does not year ended as of the end on, of the Closing Date, Date and Taxes attributable to taxable income or gain of each such entity through the portion close of such Tax which relates to the portion of such taxable period ending business on the Closing Date shall be deemed considered to be attributable to the Pre-Closing Period. (b) To the extent permitted or required by applicable Law, the taxable year of each of the Transferred H&N 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 purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the Transferred H&N Subsidiaries or imposed on the H&N Business allocable to the Pre-Closing Period shall be equal to the amount of such Tax Property Taxes for the entire taxable period Straddle Period multiplied by a 1414958.12A-NYCSR03A - MSW fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the taxable period ending on (and including) the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire taxable period Straddle Period, and (b) Taxes (other than Property Taxes) of the portion of such Tax which relates Transferred H&N Subsidiaries allocable to the portion of Pre-Closing Period shall be computed as if such taxable period beginning immediately after ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the Transferred H&N Subsidiaries (or of Fermat with respect to the Transferred H&N Subsidiaries); provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be deemed to be allocated between the amount of such Tax for period ending on the entire taxable period multiplied by a fraction, Closing Date and the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is in proportion to the number of days in each period. Each Transferred H&N Subsidiary that is classified as a partnership or other “flowthrough” entity for income Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended as of the entire end of the Closing Date and Taxes attributable to taxable periodincome or gain of each such entity through the close of business on the Closing Date shall be considered to be attributable to the Pre-Closing Period.

Straddle Periods. For all purposes of this AgreementWhenever it is necessary to determine the liability for Taxes for a Straddle Period relating to: (a) Except as provided in Section 8.03(b), any Periodic Taxes of or with respect to a Transferred Entity or any of the Transferred Assets Acquired Subsidiaries, the determination of the Taxes of such Acquired Subsidiaries for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on the Closing Date and including, and the portion of the period commencing on the day immediately following the Closing DateStraddle Period beginning and ending after, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed calculated by allocating to be the amount periods before and after the Closing Date pro rata, based on the number of such Tax for days of the entire taxable Straddle Period in the period multiplied by a fractionbefore and ending on the Closing Date, on the numerator of which is one hand, and the number of days in the taxable Straddle Period in the period after the Closing Date, on the other hand; and (b) Taxes of any of the Acquired Subsidiaries not described in Section 8.2(a) (such as (A) Taxes based on the income or receipts of the Members of any of the Acquired Subsidiaries for a Straddle Period, (B) 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 Transfer Taxes described in Section 8.5, and (C) withholding and employment Taxes relating to a Straddle Period), the determination of the Taxes of the Members of the Acquired Subsidiaries 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 calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one which ended at the close of the Closing Date and the denominator other which began at the beginning of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after day following the Closing Date and items of income, gain, deduction, loss or credit of the Acquired Subsidiaries for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Subsidiaries were closed at the close of the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Xxxxxxxx holds a beneficial interest shall be deemed to be the amount of terminate at 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 after the Closing Date and the denominator of which is the number of days in the entire taxable periodtime).

Straddle Periods. For all purposes of determining the amount of Taxes included in Net Working Capital, Company Indebtedness, Seller Taxes and this Agreement: (a) Except as provided in Section 8.03(b6.8(d), in the case of any Taxes of or with respect to that are imposed on a Transferred Entity or periodic basis and are payable for a Taxable period that includes (but does not end on) the Transferred Assets for any Closing Date (a “Straddle Period shall be apportioned between Period”), the portion of such Tax that relates to the portion of such Taxable period ending on the Closing Date will (i) in the case of any Taxes other than Taxes based upon or related to income, gain or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the portion denominator of which is the number of days in the entire Straddle Period and (ii) in the case of any Tax based upon or related to income, gain or receipts (including income Taxes and sales and use Taxes), be deemed equal to the amount which would be payable if the relevant Taxable period commencing ended on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, that (i) exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall that are actually available to be utilized will be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. , (bii) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable Transaction Tax Deductions for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates Straddle Period will be allocated to the portion of such taxable period the Straddle Period ending on the Closing Date to the extent permitted under applicable Law, (iii) the portion of any Tax that is allocable to the pre-Closing portion of any Straddle Period for purposes of this Section 6.8(d) shall include any Taxes attributable to any amount required to be included under Section 951 of the Code or Section 951A of the Code by Buyer or any of its Affiliates (including, following the Closing, any Company Group Member), assuming the Taxable year of the applicable Company Group Member was deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending end on (and including) the Closing Date to the extent such amount (A) is attributable to the income, earnings and the denominator of which is the number of days in the entire taxable period and the portion profits or property of such Company Group Member and (B) would be allocable to any Pre-Closing Tax which relates Period if the Taxable year of each such entity ended on the day prior to the portion of such taxable period beginning immediately after the Closing Date (determined on a “with and without” basis) and (iv) items of income, gain, loss, deduction and credit for the Pre-Closing Tax Period of the Company and Holdings shall be deemed to be allocated and determined by utilizing the amount interim closing method as of such Tax for the entire taxable period multiplied by a fraction, end of the numerator of which is the number of days in the taxable period beginning after day on the Closing Date in accordance with Treasury Regulations Section 1.706-4 (and any similar provisions of applicable state, local or foreign law). Subject to the denominator other terms of which is this Agreement, any credits or estimated Tax payments relating to a Straddle Period will be taken into account as though the number of days in relevant Taxable period ended on the entire taxable periodClosing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any whenever it is necessary to allocate Taxes of or with respect to for a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between periods prior to Closing and after Closing, (i) in the case of Taxes based upon or related to income or receipts, the amount of any such Taxes allocable to the portion of the taxable period ending on the Closing Date shall be determined based on an actual closing of the books as of the close of business on the Closing Date (and for such purpose, the tax period of any partnership or other pass-through entity in which the relevant member of the Transferred Group holds a beneficial interest shall be deemed to terminate at such time); and (ii) in the case of Taxes other than Taxes described in clause (i), the amount of such Taxes allocable to the portion of the taxable period commencing ending on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were shall be the end product of a Tax period, and each such portion (x) the amount of such Taxes for the entire period shall be deemed to be and (y) a separate taxable period; provided, thatfraction the numerator of which is the number of calendar days in the Straddle Period ending with on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of clause (i), exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductionsdeductions computed as if the Closing Date were the last day of the Straddle Period) shall be allocated between the period portion of the Straddle Period ending on the Closing Date and the period beginning after portion of the Closing Date Straddle Period thereafter in proportion to the number of days in each period such portion. To the extent permitted under applicable Law, the parties shall take all actions reasonably necessary to terminate the taxable year of the Transferred Group members on the Closing Date. Any Taxes arising as a result of an inclusion under Section 951(a) of the Code (or any analogous provisions of state or local income Tax Law), with respect to any member of the Transferred Group for which a Section 338(g) Election is not made attributable to (A) "subpart F income," within the meaning of Section 952(a) of the Code (or any analogous provisions of state or local income Tax Law), or (B) the holding of “United States property,” within the meaning of Section 956 of the Code (or any analogous provisions of state or local income Tax Law), shall be treated as attributable to a Pre-Closing Tax Period to the extent permitted by applicable Law. (b) In such Taxes would otherwise be attributable to such period if the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion year of such Tax which relates to member of the portion of such taxable period ending Transferred Group ended on the Closing Date shall be deemed to be and such member of the amount Transferred Group were no longer a “controlled foreign corporation,” as defined in Section 957 of such Tax for the entire taxable period multiplied by a fractionCode, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall (and without regard to the 30-day ownership requirement specified in Section 951(a)(1) of the Code). Notwithstanding anything in this Agreement to the contrary, for all purposes of this Agreement, any Taxes resulting from (i) any action (other than an election) taken by the Buyer Indemnified Parties outside the ordinary course of business of the Transferred Group members undertaken on the Closing Date after the Closing, or (ii) any election relating to Taxes made by Buyer with respect to a Transferred Group member (other than a Section 338 Election (except for an Unpermitted Section 338(g) Election)) shall, in each case, be deemed allocated to be the amount period, or the portion thereof, beginning on the first day after the Closing Date. For the avoidance of such Tax for doubt, notwithstanding anything to the entire taxable period multiplied by a fractioncontrary contained herein (including the immediately preceding sentence), the numerator of which is Seller shall not be liable for any collateral or indirect Tax consequences to the number of days in the taxable Buyer or its Affiliates for any period beginning (or portion thereof) commencing after the Closing Date and as a result of the denominator Section 338 Elections, such as Taxes or other Losses incurred by any Buyer Indemnified Party resulting from a loss in tax basis or other tax attributes, or Losses or Taxes of which is a similar nature, resulting from the number of days in the entire taxable periodSection 338 Elections.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for with respect to a taxable period that includes, but does not end on, the Closing DateStraddle Period, the portion of any such Tax which relates that is allocable to the portion of such the taxable period ending on the Closing Date Date: (i) in the case of Taxes other than those Taxes described in Section 7.02(a)(ii) hereof, shall be 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 on the date of the Closing; and (ii) in the case of property or ad valorem Taxes imposed on a periodic basis with respect to the assets of the Companies shall be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (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 days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and Straddle Period. (b) Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the portion method employed in this Section 7.02 taking into account the type of Tax to which the refund relates. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.02 shall be computed by reference to the level of such Tax which relates items on the date of the Closing. All determinations necessary to effect the portion of such taxable period beginning immediately after the Closing Date foregoing allocations shall be deemed to be made in a manner consistent with prior practice of 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 after the Closing Date and the denominator of which is the number of days in the entire taxable periodCompanies.

Straddle Periods. For all purposes of this Agreement: , in the case of any taxable year or period that begins on or before and ends after the Closing Date (a) Except as provided in Section 8.03(ba “Straddle Period”), the amount of (i) any Income Taxes, sales Taxes, or other transaction-based Taxes of the Foreign Subsidiaries or with respect attributable to a Transferred Entity the ownership or operation of the Purchased Assets or the Transferred Assets for any Straddle Business, as applicable, allocable to the Pre-Closing Taxable Period shall be apportioned between computed as if such taxable year or period (and the portion taxable year or period of any entity in which the Sellers or the Foreign Subsidiaries, as applicable, owns a direct or indirect interest) ended as of the period ending close of business on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing and (ii) any other Taxes of the booksForeign Subsidiaries or attributable to the ownership or operation of the Purchased Assets or the Business, as if applicable, for a Straddle Period allocable to the Pre-Closing Date were the end of a Tax period, and each such portion of such period Taxable Period shall be deemed equal to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the total number of days in such Straddle Period. For purposes of clause (i) of the entire taxable period and the portion of such Tax which relates preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date Date, and the denominator of which is the number of days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.7(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Sellers and the Foreign Subsidiaries to the extent permitted by applicable Law. The Buyers and the Seller Parties shall, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b10.3(b), any liability for Taxes of or with respect attributable to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the such period ending on the Initial Closing Date and the portion of the period commencing beginning on the day immediately following after the Initial Closing DateDate (a) in the case of real and personal property Taxes, based as well as any other Taxes that are levied on an interim a per diem basis, by apportioning such Taxes on a per diem basis and (b) in the case of all other Taxes, on the basis of a closing of the books, books as if of the close of business on the Initial Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodDate; provided, that, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between apportioned on a per diem basis. For the period ending on the Closing Date and the period beginning after the Closing Date avoidance of doubt, for purposes of this Section 10.3, in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes income Tax attributable to the ownership of an entity that is taxed as a partnership or of any other periodic Taxes entity that are payable is treated as a “flow-through” entity for a taxable period that includes, but does not end on, the Closing DateTax purposes, the portion of such income Tax which that relates to the portion of such taxable period ending on the Pre-Closing Date Tax Period shall be deemed to be the amount that would be payable if the relevant Tax period of such Tax “flow-through” entity ended on and included the Initial Closing Date. (b) With respect to any assets that are not transferred by Sellers or the Company on the Initial Closing Date, but which are transferred by Sellers or any of their Affiliates in a Subsequent Closing, any liability for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable Taxes attributable to any period ending on (and including) or prior to the applicable Subsequent Closing Date that is not the applicable Subsequent Straddle Period shall be apportioned entirely to Sellers, and any liability for Taxes attributable to the denominator of which is the number of days applicable Subsequent Straddle Period shall be apportioned in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the same manner as provided in Section 10.3(a), determined by replacing (i) Initial Closing Date shall be deemed to be with “the amount of such applicable Subsequent Closing Date,” (ii) Straddle Period with “the applicable Subsequent Straddle Period,” and (iii) Pre-Closing Tax for Period with the entire taxable “any period multiplied by a fraction, ending on and including the numerator of which is the number of days in the taxable period beginning after the applicable Subsequent Closing Date and the denominator of which is the number of days in the entire taxable periodDate.”

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of Seller or any of its Purchased Subsidiaries that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing 94 Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of Seller or its Purchased Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable periodStraddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.2 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator 89 Tax Returns (c) Seller shall prepare (or cause to be prepared) (i) all Tax Returns of which is the number Transferred Entities or in respect of days in the entire Transferred Assets or the Business with respect to taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after periods ending on or before the Closing Date (“Pre-Closing Tax Returns”) and (ii) all Combined Tax Returns. Pre-Closing Tax Returns of the Transferred Entities shall be deemed prepared on a basis consistent with the past practices of the applicable Transferred Entity, except as otherwise required by applicable Law. Seller shall deliver to be Purchaser for its review and reasonable comment no less than thirty (30) days prior to the amount of such applicable filing deadline (taking into account applicable extensions) any Pre-Closing Tax for the entire taxable period multiplied by Return with respect to a fraction, the numerator of which is the number of days in the taxable period beginning Transferred Entity (other a Combined Tax Return) that has a due date (including applicable extensions) after the Closing Date and Seller shall consider in good faith any reasonable written comments that Purchaser submits to Seller no later than ten (10) days following the denominator delivery of such Pre-Closing Tax Return to Seller such Pre-Closing Tax Return. Purchaser shall timely file (or cause to be timely filed) all such Pre-Closing Tax Returns due after the Closing Date (including applicable extensions) with respect to the Transferred Entities (other than Combined Tax Returns) and Seller shall timely file (or cause to be timely filed) all Pre-Closing Tax Returns with respect to the Transferred Assets and all Combined Tax Returns. Seller shall pay (or cause to be paid, which payment shall be satisfied if Seller pays to Purchaser the amount of Taxes due for a Tax return that Purchaser is responsible for filing hereunder) all Taxes due with respect to such Tax Returns to the number extent Seller is liable for such Taxes pursuant to Section 11.07. (d) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Transferred Entities or with respect to the Business or the Transferred Assets with respect to Straddle Periods other than the Tax Returns covered in Section 8.04(a) (collectively, “Straddle Period Tax Returns”). All such Straddle Period Tax Returns shall be prepared on a basis consistent with past practices of days the applicable Transferred Entity or, in the entire case of the Transferred Assets, the Business, except as otherwise required by Law. Purchaser shall deliver to Seller for its review and reasonable comment no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions), a copy of any such Straddle Period Tax Return proposed to be filed. Purchaser shall consider in good faith any reasonable written comments to any such Straddle Period Tax Return that Seller submits to Purchaser no later than ten (10) days following the delivery of such Straddle Period Tax Return to Seller. To the extent Seller is responsible pursuant to Section 11.07 for any amount of Taxes due with respect to such Straddle Period Tax Returns, Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due. (e) Purchaser and Seller shall act in good faith to resolve any disputes concerning any item on a Tax Return described in Sections 8.04(a) or 8.04(b). If Purchaser and Seller cannot resolve any disputed item, the item in question shall be resolved by the Accounting Arbitrator. The costs, fees and expenses of the Accounting Arbitrator shall be borne equally by Purchaser and Seller. If Purchaser and Seller are unable to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed, any such Tax Return shall be filed in the manner that the party responsible for filing such Tax Return pursuant to Section 8.04(a) or 8.04(b) deems correct, and such Tax Return shall be amended as necessary to reflect the final resolution of such dispute. (f) Except as contemplated by this Agreement (including Section 8.06), Purchaser and its Affiliates (including after the Closing, the Transferred Entities) shall not, without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (b) make any Tax election or change any 90 accounting period or method with retroactive effect to any Pre-Closing Tax Period or that could otherwise be reasonably be expected to increase the Tax liability of Seller or its Affiliates with respect to a Pre-Closing Tax Period, or (c) take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period. (g) The parties hereto shall, to the extent permitted under applicable Tax Law, elect to treat the Closing Date as the last day of any taxable period of the Transferred Entities that includes the Closing Date; provided that no party shall be required to amend any articles of association, change any financial accounting period, or otherwise take any action other than solely for Tax purposes. Tax Refunds . Any refund or credit of Taxes (including as a result of any overpayment of Taxes in prior periods (or portions thereof in the case of a Straddle Period) and including any interest thereon) accruing to Purchaser or any of its Affiliates in respect of the Transferred Entities or as a result of the ownership of the Transferred Assets or the Business (each, a “Tax Asset”) attributable to a Pre-Closing Tax Period (other than any such refund or credit resulting from the carryback of losses, credits or similar items of a Transferred Entity, as the case may be, attributable to a Post-Closing Tax Period) shall be for the account of Seller, except to the extent such Tax Asset was taken into account in the adjustment described in Section 2.04. Purchaser shall pay and shall cause its Affiliates to pay, to Seller the amount of the Tax Asset, net of any reasonable out-of-pocket expenses incurred in obtaining such Tax Asset, within ten (10) days after such Tax Asset is received or after such Tax Asset is allowed or applied against another Tax liability, as the case may be. Purchaser shall, and shall cause its Affiliates to, execute such documents, file such Tax Returns (including amended Tax Returns), take reasonable additional actions and otherwise reasonably cooperate as may be necessary for Purchaser and its Affiliates to perfect their rights in and obtain all Tax Assets for which Seller is entitled pursuant to this Section 8.05. None of Purchaser or its Affiliates shall surrender forfeit, fail to collect or otherwise minimize or delay any material Tax Asset to which Seller would be entitled pursuant to this Section 8.05. Except as provided in this Section 8.05, Purchaser and the Transferred Entities will be entitled to any refunds (including any interest received thereon) in respect of any federal, state, local or foreign Tax liability of the Transferred Entities or in respect of the Business received following the Closing Date. Tax Elections and Cooperation . (h) Except with the consent of Seller, or as provided on Section 8.06 of the Seller Disclosure Letter, no elections shall be made (i) under Section 338(g) of the Code (or any corresponding or similar provision of state or local law) with respect to the acquisition of the Transferred Equity Interests or (ii) to treat any Transferred Entity that is organized outside the United States as an entity disregarded as separate from its owner, or as a partnership (in the case of a Transferred Entity with multiple owners), for U.S. federal income tax purposes or convert any such Transferred Entity under applicable law so that it is so treated. Seller shall take all reasonable steps to cause any such scheduled election or conversion described in Section 8.06(a)(ii) to be made effective prior to the Closing Date, including by filing or by causing to be filed, a properly completed Internal Revenue Service Form 8832 (or any successor form), which, once made, shall not be terminated or revoked without the written consent of Purchaser. Seller and the Subsidiary Transferors shall use commercially reasonable efforts to execute (or cause to be executed) and deliver to Purchaser such documents or forms as are reasonably requested by Purchaser in connection with the making of any elections pursuant to this Section 8.06. (i) Seller and Purchaser shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes, including making any and all joint elections reasonably requested by the other party in connection with any such Tax Return, amended return or claim for refund. Any information obtained under this Section 8.06 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding. 91 (j) Within five (5) Business Days prior to the Closing Date, Seller shall provide to Purchaser a revised Section 4.15(h) of the Seller Disclosure Letter, setting forth the intended jurisdiction of incorporation or organization, and the U.S. federal income tax classification (e.g., corporation, partnership, disregarded entity) of each Transferred Entity as of the Closing Date. Tax Clearance Certificates . With respect to each jurisdiction set forth on Section 8.07 of the Seller Disclosure Letter, Seller shall provide such cooperation as is reasonably requested by Purchaser for the purpose of obtaining any available tax clearance certificate (“Tax Clearance Certificate”) if the failure to obtain such Tax Clearance Certificate could subject Purchaser to any Taxes of Seller or any of its Subsidiaries. If, in respect to any application for a Tax Clearance Certificates made pursuant to this Section 8.07, any Governmental Authority asserts that Purchaser is liable for any Tax of Seller or any of its Subsidiaries, Seller shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied.

Straddle Periods. For all purposes of this AgreementThe following provisions shall apply with respect to allocating Taxes imposed on FB and each Subsidiary that are attributable to a Straddle Period: (ai) Except as provided in the case of any Tax that is not described in Section 8.03(b5.04(e)(ii), any Taxes of and pertains or with respect is attributable to a Transferred Entity or Straddle Period, the Transferred Assets for any Straddle Period shall be apportioned between amount of such Tax attributable to the portion of the period such Straddle Period ending on and including the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, shall be determined based on an interim closing of the books, books as if of the Closing Date were the end close of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending business on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law.Date; and (bii) In in the case of any real property, personal property property, ad valorem and similar ad valorem Taxes or other periodic Taxes that are payable for (“Property Tax”) attributable to a taxable period that includes, but does not end onStraddle Period, the Closing Date, the portion amount of such Property Tax which relates attributable to the portion of such taxable period Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Property Tax for the entire taxable period Straddle Period, multiplied by a fraction, the numerator of which is the number of days in the taxable period portion of such Straddle Period ending on (and including) including the Closing Date Date, and the denominator of which is the number of days in the entire taxable Straddle Period. Notwithstanding the foregoing, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on a periodic basis (such as real property Taxes and other ad valorem Taxes) shall be apportioned rateably between such periods on a daily basis; and (ii) any franchise Tax paid or payable with respect to FB or any Subsidiary shall be allocated to the Tax period and during which the portion gross receipts, income, operations, assets, margin or capital comprising the base of such Tax which relates is measured, regardless of whether the right to do business for another period is obtained by the portion payment of such taxable franchise Tax, and if the Tax period beginning immediately after the Closing Date to which such franchise Tax is so allocated is a Straddle Period, then such franchise Tax allocated to a Straddle 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 determined in the taxable period beginning after the Closing Date and the denominator of which is the number of days manner set forth in the entire taxable periodSection 5.04(e)(i).

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of or the Company that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between Period, the portion of any such Taxes for periods or portions thereof ending on or before the Closing Date shall (a) in the case of Taxes that are either (i) based upon or related to income or receipts or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ending ended on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In in the case of any real property, personal property and similar ad valorem Taxes or (other periodic Taxes than those described in Section 8.4(a)) that are payable for imposed on a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates periodic basis with respect to the portion business or assets of such taxable period ending on the Closing Date shall Company or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (a) of the portion preceding section, any exemption, deduction, credit or other item (including the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.4 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant United States Governmental Authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes hereof, in the case of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or that are payable with respect to a Transferred Entity or Straddle Period, the Transferred Assets for portion of any such Taxes that is allocable to the pre-Closing portion of the Straddle Period shall: (a) in the case of Taxes imposed on a periodic bases (such as real or personal property Taxes and other similar Taxes imposed on a periodic basis), such Taxes shall be apportioned between allocated to the portion of the period Straddle Period ending on the day immediately prior to the Closing Date, determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the day immediately prior to the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; (b) in the case of Taxes imposed on the Company as a result of income of any Flow-Through Entity realized prior to the Closing Date (such income being computed assuming the Flow-Through Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of the Company for a Pre-Closing Tax Period; and (c) in the case of all other Taxes (such as Taxes that are based on income Taxes, franchise/capital Taxes, employment Taxes, sales and use Taxes and withholding Taxes), the amount attributable to the portion of the period commencing Straddle Period ending on the day immediately following prior to the Closing Date, based on an interim Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day immediately prior to the Closing Date using a “closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; books methodology;” provided, that, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the day immediately prior to the Closing Date and the period beginning after on the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For all purposes hereof, in the case of this Agreementany Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that is allocable to the pre-Closing portion of the Straddle Period shall: (a) Except as provided in Section 8.03(b)the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, any Taxes of or with respect the amounts that are attributable to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on the day immediately prior to the Closing Date shall be determined by multiplying the Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the day immediately prior to the Closing Date and the portion denominator of which is the period commencing number of calendar days in the entire Straddle Period; (b) in the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Closing Tax Period to the extent relating to a Tax for a Pre-Closing Tax Period whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date; (c) in the case of Taxes imposed on an Acquired Entity, Buyer or Parent or any of their respective Affiliates as a result of income of any entity, plan or arrangement treated as a partnership or disregarded entity for Tax purposes (a “Flow-Thru Entity”) realized prior to the Closing Date (such income being computed, except as provided in Section 8.8, assuming the Flow-Thru Entity had a year that ends on the day immediately following prior to the Closing DateDate and elected to close its books), based such Taxes shall be treated as Taxes of the Acquired Entities for a Pre-Closing Tax Period; provided that for the avoidance of doubt, Taxes imposed or assessed pursuant to Sections 6221 through 6241 of the Code in respect of or relating to any “reviewed year” (within the meaning of Section 6225(d)(1) of the Code), or portion thereof, that falls within a Pre-Closing Tax Period shall be treated as Taxes for a Pre-Closing Tax Period; and (d) in the case of all other Taxes for a Straddle Period (including Income Taxes, franchise/capital Taxes, employment Taxes, sales and use Taxes and withholding Taxes) the amount attributable to the portion of the Straddle Period ending on an interim the day immediately prior to the Closing Date shall be determined as if the Acquired Entities filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day immediately prior to the Closing Date using a “closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, books methodology;” provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the day immediately prior to the Closing Date and the period beginning after on the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b)the case of Taxes based on income, any sales, proceeds, profits, receipts, wages, compensation or similar items and all other Taxes that are not imposed on a periodic basis, the amount of or with respect to such Taxes that have accrued through the Closing Date for a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between deemed to be the portion amount that would be payable if the taxable year or period ended at the end of the period ending day on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the booksbooks (and in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flow through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), as if the Closing Date were taxable period of such partnership or other “flow through” entity or “controlled foreign corporation” ended as of the end of a Tax periodthe Closing Date), and each such portion of such period shall be deemed to be a separate taxable period; provided, that, except that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) , other than with respect to property placed in service after the Closing), shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) a per diem basis. In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable imposed on a periodic basis for a taxable period that includes, but does not end onStraddle Period, the Closing Date, the portion amount of such Tax which relates to the portion of such taxable period ending on Taxes that have accrued through the Closing Date shall be deemed to be the amount of such Tax Taxes for the entire taxable relevant 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 shall be the number of calendar days in from the taxable beginning of the period ending on (up to and including) including the Closing Date and the denominator of which is shall be the number of calendar days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For In the case of Taxes (other than Transfer Taxes which shall be the Buyer’s obligation in all purposes cases and Taxes related to the Distribution which shall be Seller's obligation in all cases) that are payable with respect to a Straddle Period, the portion of this Agreementany such Tax that is allocable to the portion of the Straddle Period that is a Pre-Closing Tax Period shall be: (a) Except as provided in Section 8.03(bthe case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), any Taxes of or with respect deemed equal to a Transferred Entity or the Transferred Assets for any Straddle Period shall amount which would be apportioned between payable if the portion of taxable year ended on the period ending on day preceding the Closing Date and the portion of the period commencing or on the day immediately following the Closing Date, based on as applicable (an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law.); (b) In in the case of any real propertyTaxes imposed on a periodic basis, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax Taxes for the entire taxable 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 in the taxable period ending on (and including) including the day preceding the Closing Date or the period ending on and including the Closing Date, as applicable and the denominator of which is the number of calendar days in the entire taxable period and period; and (c) in the portion case of such Taxes based upon gross premiums deemed equal to the amount that would be payable with respect to the premiums written as of the day preceding the Closing Date or as of the Closing Date, as applicable. Notwithstanding the foregoing, a Tax which relates shall not be allocable to the portion of such taxable the period beginning immediately after ending on and including the day preceding the Closing Date shall be deemed to be the amount of extent, and solely to the extent, that such Tax Taxes have been accounted for the entire taxable period multiplied by as a fraction, the numerator of which is the number of days in the taxable period beginning after liability on the Closing Date and the denominator of which is the number of days in the entire taxable periodBalance Sheet.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets Taxes for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, includes (but does not end on, ) the Closing DateDate (a “Straddle Period”), the portion of such Tax which relates Taxes that are allocable to the portion of such taxable period the Straddle Period ending on the Closing Date shall be deemed to be (a) in the case of Taxes that are imposed on a periodic basis, the amount of such Tax Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (b) in the case of Taxes not described in clause (a), the amount that would be payable if the taxable year or period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after ended on the Closing Date based on an interim closing of the books, and in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Tax Law), as if the taxable period of such partnership, other “flowthrough” entity or “controlled foreign corporation” 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 Designated Deferred Taxes shall be deemed allocated to a Pre-Closing Tax Period. For the avoidance of doubt, any Tax that is determined on an arrears basis (such as a real property Tax), shall be the amount of such a Tax for the entire taxable period multiplied by year for which it is assessed, regardless of the fact that such Tax may not be due or payable until a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date subsequent year. Seller shall take such actions as are necessary for each Partnership Entity to allocate Tax items between Buyer and the denominator Sellers on an interim closing of which is the number of days in the entire taxable periodbooks basis.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to a Transferred Entity any Tax period that begins on or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (a) in the case of Taxes that are either (i) based upon or related to, income, receipts, payroll or other items of operating income or expense, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (a) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (a) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total QB\136339.00047\18274478.12 amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt), intangibles or other property, any amount thereof required to be allocated under this Section 13.5 shall be computed by reference to the level of such items on the Closing Date. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes taxes of the Company or with any Company Subsidiary in respect to a Transferred Entity or the Transferred Assets for of any Straddle Period shall be apportioned between Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ending ended on the Closing Date and (or, if such Tax is not paid on a periodic basis (e.g., sales Taxes) under the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, books method); and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductionsii) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or (other periodic Taxes than those described in clause (i) above) that are payable for imposed on a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates periodic basis with respect to the portion business or assets of such taxable period ending on the Closing Date shall Company or any Company Subsidiary or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and each Company Subsidiary. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date, unless such election, in the reasonable discretion of either party, has an adverse impact, other than a de minimis one, on the Company, any Company Subsidiary or either party hereto.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real propertyTaxes of the Acquired Companies, personal property and similar ad valorem Taxes the Purchased Assets or other periodic Taxes the Business that are payable for a taxable with respect to any Tax period that includes, but does not end on, beginning before the Closing DateDate and ending after the Closing Date (each a “Straddle Period”), the portion of any such Tax which relates Taxes attributable to the pre-Closing portion of such taxable Straddle Period shall: (i) in the case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the Acquired Companies, the Purchased Assets or the Business, or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable periodStraddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Acquired Companies. In the case of Tax Returns to be filed with respect to a Straddle Period, the Buyer Parties shall, except as otherwise required by applicable Law, prepare such Tax Returns in a manner consistent with past practice, and timely file such Tax Returns with the applicable Taxing Authority, provided that, with respect to any Tax Returns addressed by this Section 6.13(c) that includes Pre-Closing Taxes, Buyer Parties shall deliver any such Tax Return to the Stockholder for its review at least thirty (30) days prior to the date such Tax Return is required to be filed (including extensions) and the Buyer Parties shall consider in good faith comments provided by Stockholder with respect thereto. The Stockholder shall promptly pay to the Buyer Parties all Pre-Closing Taxes shown on any Straddle Period Tax Return filed pursuant to this Section 6.13(c), except to the extent such Taxes are accrued for or counted as a liability in the calculation of the Net Proceeds as is finally determined in accordance with Section 2.03 hereof.

Straddle Periods. For all purposes In the case of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between Period, the portion of any such Taxes that is attributable to the portion of the period ending on the Closing Date and shall be: (i) in the portion case of Taxes that are either (A) based upon or related to income or receipts or (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the period commencing on the day immediately following Acquired Companies ended with (and included) the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, 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 to the extent permitted by applicable Law.period; and (bii) In in the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for imposed on a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates periodic basis with respect to the portion assets or capital of such taxable period ending on the Closing Date shall be Acquired Companies, deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction (A) the numerator of which is the number of calendar days in the taxable portion of the period ending on (and including) including the Closing Date and (B) the denominator of which is the number of calendar days in the entire taxable period period. To the extent permitted by applicable Legal Requirements, the parties agree that (A) Parent, the Acquired Companies and their Affiliates shall cause the portion Tax year of such the Acquired Companies to end at the end of the day on the Closing Date for U.S. federal, state, and local income Tax which relates to purposes, (B) Parent and its Subsidiaries, including the portion of such Acquired Companies, will file consolidated U.S. federal income Tax Returns for the taxable period beginning immediately after the Closing Date, (C) all items accruing on the Closing Date shall be deemed allocated to be the amount of such Tax for the entire Acquired Companies’ taxable period multiplied by a fractionending on the Closing Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)), the numerator of which is the number of days in and (D) all Transaction Deductions shall be treated as properly allocable to the taxable period beginning after or portion thereof ending on or before the Closing Date and shall be included as deductions on the denominator income Tax Returns of which is the number of days in the entire taxable Acquired Companies for such period.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of or RTMAC that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date"STRADDLE PERIOD"), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMAC or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.05 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes (i) In the case of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of Plymouth USA or any of its Subsidiaries that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between Period, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis be: (including, but not limited to, depreciation and amortization deductions1) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any Taxes imposed on a periodic basis (such as real property, or personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includesTaxes), but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be (x) the amount of such Tax Taxes for the entire taxable period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) or as determined pursuant to the second to the last sentence of this paragraph in the case of Taxes based upon or measured by capital (including net worth or long-term debt) or intangibles, multiplied by (y) a fraction, the numerator of which is the number of calendar days in the taxable period Straddle Period ending on (and including) including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (2) in the case of Taxes not described in (1) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period and ended as of the portion close of such Tax which relates business on the Closing Date. For purposes of clause (2) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.4(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of Plymouth USA and its Subsidiaries. (ii) The parties shall, to the extent permitted or required under Applicable Law, take all actions necessary to treat the Closing Date as the last day of the taxable periodyear or period of Plymouth USA and its Subsidiaries for all Tax purposes. The parties shall cause Plymouth USA and each of its Subsidiaries to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept a Tax Return filed on that basis. (iii) Payment by an Indemnifying Party of any amount due to an Indemnified Party under this Section 7.4 shall be made within ten (10) days following written notice by the Indemnified Party that payment of such amounts to the appropriate Governmental Authority or other applicable third party is due by the Indemnified Party, provided that the Indemnifying Party shall not be required to make any payment earlier than five (5) Business Days before it is due to the appropriate Governmental Authority or applicable third party. All amounts required to be paid pursuant to this Section 7.4 shall be paid promptly in immediately available funds by wire transfer to a bank account designated by the Indemnified Party. Any payments required pursuant to this Section 7.4 that are not made within the time period specified in this Section shall bear interest at a rate and in the manner provided in the Code for interest on underpayments of federal income tax.

Straddle Periods. For all purposes of under this Agreement: (a) Except as provided in Section 8.03(b), any the amount of Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Pre-Closing Straddle Period shall will be apportioned between as follows: (i) in the portion case of all Taxes other than ad valorem and property Taxes, including, without limitation, income Taxes, Taxes resulting from, or imposed on, sales, receipts, uses, transfers or assignments of property, or payments to other Persons (including wages), the period ending on amount of Taxes relating to the Pre-Closing Date and the portion of the period commencing on the day immediately following the Closing Date, Straddle Period will be based on an interim closing of the books, books as if of close of business on the Closing Date were the end of a Tax periodDate, and each such portion (ii) in the case of such period shall ad valorem and property Taxes, the amount of Taxes relating to the Straddle Period will be deemed allocated to be the Pre-Closing Straddle Period based upon a separate taxable periodper diem basis; provided, that, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on (and including) the Closing Date and the period beginning after on the day following the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) which such exemption, allowance or deduction is applicable. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any real propertyreference to “Tax period,” or a “tax period,” or a “taxable period” means such accounting period and not such Privilege Period. For purposes of computing any inclusion under Sections 951 or 951A of the Code, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a the taxable period that includes, but does not end on, year of any controlled foreign corporation (within the meaning of Section 957(c) of the Code) shall be deemed to have ended as of the close of business on the Closing Date. Notwithstanding the foregoing, any Taxes relating to any transactions not in the portion Ordinary Course of such Tax which relates to Business that occur after the portion time of such taxable period ending the Closing on the Closing Date (other than a transaction expressly contemplated by this Agreement) shall be deemed to be treated as occurring on the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately day after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with With respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Taxable period ending that would ---------------- otherwise include but not end on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of to the booksextent permissible pursuant to applicable law, as if the Closing Date were the end of a Tax periodSeller will, and Purchaser will cause each such portion Subsidiary to, (a) take all steps as are or may be reasonably necessary, including, without limitation, the filing of elections or returns with applicable Taxing authorities, to cause such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending end on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period Date; or (b) if clause (a) is inapplicable, to the extent permitted by applicable Law. law, report the operations of each Subsidiary only for the portion of such period ending on or immediately before the Closing Date in a combined, consolidated, or unitary Tax Return filed by Seller, notwithstanding that such Taxable period does not end on the Closing Date. If clause (b) In the case applies to a Taxable period of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing DateSubsidiary, the portion of such Taxable period included in such return filed by Seller will be treated as a Pre-Closing Tax which relates Period described in Subsection 5.11.1; provided, however, that Purchaser shall be responsible for filing all Tax Returns with respect to all such straddle periods. If neither clause (a) nor (b) is applicable, then Purchaser and the Subsidiaries shall prepare and file the appropriate Tax Returns, Purchaser shall pay any Taxes with respect thereto, and Seller shall reimburse Purchaser for the portion of any income Taxes shown as due and payable thereon that relate to the portion of such taxable straddle period ending that ends on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any All Taxes of the Company and its Subsidiaries relating to any Tax period that begins on or with respect to before and ends after the Closing Date (such Tax period, a Transferred Entity or the Transferred Assets for any “Straddle Period Period”) shall be apportioned between to, and be the responsibility of, the Securityholders as follows: (i) real, personal and intangible property taxes (“Property Taxes”) for the portion of the period Straddle Period ending on (and including) the Closing Date shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the total number of days in the Straddle Period; and (ii) Taxes (other than Property Taxes) for the portion of the Straddle Period shall be computed as if such taxable period commencing ended as of the close of business on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, provided that exemptions, allowances or allowances, deductions that are calculated on an annual or other periodic basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of the close of business on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period. For purposes of allocating income or loss to a Tax period to (or portion thereof, if a Straddle Period) ending on or before the extent permitted by applicable Law. (b) In Closing Date, in the case of any real property, personal property and similar ad valorem Taxes attributable to the ownership of any equity interest in any partnership or other periodic Taxes that are payable for “flowthrough” entity, the “flowthrough” income or loss attributable to an equity interest in such “flowthrough” entity shall be determined as if a taxable period that includes, but does not end on, of such partnership or other “flowthrough” entity ended as of the close of business on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For all To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Entities 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 purposes of this Agreement: , in the case of any Straddle Period, (a) Except as provided in Section 8.03(b), any Property Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Entities allocable to the Pre-Closing Period shall be apportioned between equal to the portion amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) of the Transferred Entities allocable to the Pre-Closing Period, including, for the avoidance of doubt, such Taxes attributable to the ownership of any equity interest in a partnership, other “flow through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code (or any similar provision of state, local or non-U.S. Law)), shall be computed as if the taxable period ending of each applicable entity ended as of the end of the day on the Closing Date and the portion in a manner consistent with past practices of the period commencing on Transferred Entities (or of Parent with respect to the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodTransferred Entities); provided, that, provided that (x) exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period and (y) any deductions in respect of (A) Parent Retention Payments, 2015 Incentive Compensation payments and any compensatory equity awards with respect to Parent Common Stock granted by Parent to Service Providers during the Pre-Closing Period shall be allocated to the extent permitted by applicable Law. Pre-Closing Period and (bB) In the case of any real property, personal property Purchaser Retention Payments and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates 2016 Incentive Compensation payments shall be allocated to the portion of such taxable period ending on the Post-Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodPeriod.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or any Acquired Company that are payable with respect to any Tax period that begins before and ends after the Closing Date (a Transferred Entity or the Transferred Assets for any “Straddle Period Period”), shall be apportioned between the portion of the such period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if beginning after the Closing Date were (a) in the end case of a Tax periodTaxes that are either (i) based upon or related to income or receipts or (ii) imposed in connection with any sale, and each such portion transfer or assignment or any deemed sale, transfer or assignment of such period shall property (real or personal, tangible or intangible), be deemed equal to the amount that would be a separate taxable period; provided, that, exemptions, allowances payable if the Tax year or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending ended on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In in the case of any real property, personal property and similar ad valorem Taxes or (other periodic Taxes than those described in Section 8.6(a)) that are payable for imposed on a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates periodic basis with respect to the portion business or assets of such taxable period ending on the Closing Date shall Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (a) of the portion preceding section, any exemption, deduction, credit or other item (including the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Acquired Companies. 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 a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of or any member of the Company Group that are payable with respect to a Transferred Entity any taxable period that begins before or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, purchase, transfer or assignment or any deemed sale, purchase, transfer or assignment of property (real or personal, tangible or intangible) including withholding Taxes, be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes other than those described in clause (i) above, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period Straddle Period; provided that Buyer shall pay the amount of Taxes of any member of the Company Group that are incurred solely as a result of any transactions relating to the Company and its Subsidiaries undertaken subsequent to the portion Closing Date that are not in the ordinary course of such Tax business and are not contemplated by this Agreement and which relates are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of such taxable period beginning immediately after the Closing Date after the Closing. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be deemed allocated to be the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: apportioning liability for Taxes of a Group Company (other than Transfer Taxes and Vietnamese Capital Transaction Taxes) in connection with any Straddle Period: (a) Except as provided in Section 8.03(b), the case of Taxes based upon or related to income or receipts (including any Taxes imposed on the Company under Section 951 and Section 951A of or the Code with respect to any Group Company that is a Transferred Entity or “controlled foreign corporation” within the Transferred Assets for meaning of Section 957(a) of the Code), the amount of any Straddle Period shall be apportioned between such Taxes allocable to the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be determined based on an interim closing of the books of the applicable Group Company as of the close of business on the Closing Date; and (b) in the case of Taxes other than Taxes described in clause (a), the amount of such Tax Taxes allocable to the portion of the taxable period ending on the Closing Date shall be the product of (i) the amount of such Taxes for the entire taxable period multiplied by and (ii) a fraction, fraction the numerator of which is the number of calendar days in the taxable period ending on (and including) with the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and period; provided, that (A) the portion amount of such Taxes allocated to a Pre-Closing Tax which relates Period shall not be increased or otherwise adversely affected by any items, events or transactions outside of the ordinary course of business occurring on the Closing Date after the Closing or following the Closing Date, (B) all deductions arising from the payment of Seller Transaction Expenses shall be allocated exclusively to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after Straddle Period ending on the Closing Date and (C) any employer payroll Taxes arising with respect to a Pre-Closing Tax Period that have been deferred pursuant to the denominator CARES Act or any other corresponding or similar provision of which is other Law with respect to Taxes shall be allocated to the number of days in the entire taxable periodPre-Closing Tax Period.

Straddle Periods. For all purposes (i) In the case of this Agreement: any Tax period that includes but does not end on the Closing Date (a) Except as provided in Section 8.03(ba "Straddle Period"), any Taxes of or with respect attributable to a Transferred Entity or the Transferred Assets for any such Straddle Period shall be apportioned between allocated to (A) SCT to the extent allocable to the portion of the period Straddle Period ending on the Closing Date and (B) Purchasers to the extent allocable to the portion of the period commencing Straddle Period beginning on the day immediately following date after the Closing Date. For these purposes, based Taxes allocable to each portion of a Straddle Period shall be determined on the basis of an interim closing of the books, books as if of the Closing Date were the end close of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending business on the Closing Date and as if the period beginning after the Closing Date in proportion to the number Straddle Period consisted of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such one taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) including the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such another taxable period beginning immediately after on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning day after the Closing Date and ending on the denominator last day of which the Straddle Period, or under such other reasonable method as the parties may agree. For this purpose, Tax items that are calculated on a periodic basis, such as depreciation deductions and Taxes not based on income, revenues or receipts (such as ad valorem taxes), shall be apportioned on a daily basis. (ii) At least 30 days before the due date for filing any Tax Return in respect of a Straddle Period, ACS shall provide SCT, for review and comment, a draft of such Tax Return and a statement setting forth the amount of Tax shown as due on such Tax Return that is properly allocable to SCT pursuant to Section 9.4(b)(i). Purchasers shall consider any reasonable changes ----------------- proposed in writing by SCT. Not later than 5 days before the number due date for filing such Tax Return, SCT shall pay ACS an amount equal to its allocable share of days in such Taxes, but only to the entire taxable periodextent that such Taxes have not already been paid or accrued or otherwise reflected as a liability on the books of any SCT Party or any Affiliate thereof (including the Company or Omni-Tech). To the extent that the sum of such prior payments and accruals exceeds SCT's allocable share of such Taxes, ACS shall promptly pay or cause to be paid to SCT an amount equal to such excess.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, provided that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For all (a) To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Ag 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 purposes of this Agreement: , in the case of any Straddle Period, (a) Except as provided in Section 8.03(b), any Property Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Ag Subsidiaries or imposed on the Ag Business allocable to the Pre-Closing Period shall be apportioned between equal to the portion amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) of the Transferred Ag Subsidiaries allocable to the Pre-Closing Period shall be computed as if such taxable period ending ended as of the end of the day on the Closing Date and the portion in a manner consistent with past practices of the period commencing on Transferred Ag Subsidiaries (or of Descartes with respect to the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodTransferred Ag Subsidiaries); provided, that, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes period. Each Transferred Ag Subsidiary that is classified as a partnership or other periodic Taxes that are payable “flowthrough” entity for a income Tax purposes shall be treated for purposes of this Agreement as if its taxable period that includes, but does not year ended as of the end on, of the Closing Date, Date and Taxes attributable to taxable income or gain of each such entity through the portion close of such Tax which relates to the portion of such taxable period ending business on the Closing Date shall be deemed considered to be attributable to the Pre-Closing Period. (b) To the extent permitted or required by applicable Law, the taxable year of each of the Transferred H&N 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 purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the Transferred H&N Subsidiaries or imposed on the H&N Business allocable to the Pre-Closing Period shall be equal to the amount of such Tax Property Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the taxable period ending on (and including) the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire taxable period Straddle Period, and (b) Taxes (other than Property Taxes) of the portion of such Tax which relates Transferred H&N Subsidiaries allocable to the portion of Pre-Closing Period shall be computed as if such taxable period beginning immediately after ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the Transferred H&N Subsidiaries (or of Fermat with respect to the Transferred H&N Subsidiaries); provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be deemed to be allocated between the amount of such Tax for period ending on the entire taxable period multiplied by a fraction, Closing Date and the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is in proportion to the number of days in each period. Each Transferred H&N Subsidiary that is classified as a partnership or other “flowthrough” entity for income Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended as of the entire end of the Closing Date and Taxes attributable to taxable period.income or gain of each such entity through

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with With respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Taxable period ending that ---------------- would otherwise include but not end on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of to the booksextent permissible pursuant to applicable law, as if the Closing Date were the end of a Tax periodSeller will, and Purchaser will cause each such portion Subsidiary to, (a) take all steps as are or may be reasonably necessary, including, without limitation, the filing of elections or returns with applicable Taxing authorities, to cause such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending end on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period Date; or (b) if clause (a) is inapplicable, to the extent permitted by applicable Law. law, report the operations of each Subsidiary only for the portion of such period ending on or immediately before the Closing Date in a combined, consolidated, or unitary Tax Return filed by Seller, notwithstanding that such Taxable period does not end on the Closing Date. If clause (b) In the case applies to a Taxable period of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing DateSubsidiary, the portion of such Taxable period included in such return filed by Seller will be treated as a Pre-Closing Tax which relates Period described in Subsection 5.11.1; provided, however, that Purchaser shall be responsible for filing all Tax Returns with respect to all such straddle periods. If neither clause (a) nor (b) is applicable, then Purchaser and the Subsidiaries shall prepare and file the appropriate Tax Returns, Purchaser shall pay any Taxes with respect thereto, and Seller shall reimburse Purchaser for the portion of any income Taxes shown as due and payable thereon that relate to the portion of such taxable straddle period ending that ends on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Any Taxes of or with respect to the Company that relate to a Transferred Entity Tax period beginning on or before the Transferred Assets for any Closing Date and ending after the Closing Date (a “Straddle Period Period”) and which are not included in the Closing Balance Sheet shall be apportioned between the portion of the period ending on the Pre-Closing Date Partial Period and the portion of the period commencing such Straddle Period beginning on the day immediately following after the Closing DateDate (the “Post-Closing Partial Period”), based (i) in the case of real or personal property Taxes (and any other Taxes not measured or measurable, in whole or in part, by net or gross income or receipts), on an interim a per diem basis and, (ii) in the case of other Taxes, on the “closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period” method; provided, thathowever, that exemptions, allowances or deductions that are calculated on an annual basis (includingbasis, but not limited tosuch as the deduction for depreciation, depreciation and amortization deductions) shall be allocated apportioned between such two taxable years or periods on a daily basis, and provided further, that any changes as a result of the period ending on Merger in such exemptions, allowances or deductions than would have otherwise been available shall not increase the Closing Date taxes payable by the Shareholders The Company shall file any Tax Returns for any Straddle Period, and the period beginning after Parent shall pay or cause the Closing Date in proportion Company to pay all Taxes shown as due on any such Tax Returns. The Shareholders shall pay the Parent all such Taxes apportioned to the number of days in each period Pre-Closing Partial Period (to the extent permitted such Taxes are not (i) paid by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, Company prior to the Closing Date, (ii) reflected in the portion reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet, or (iii) taken into account in the determination of Partial-Month Net Income or Partial-Month Net Loss (in each case without duplication)) due pursuant to the filing of any such Tax Returns under the provisions of this Section 10.4(c) within fifteen (15) business days of receipt of notice of such Tax filing by the Company, which relates to notice shall set forth in reasonable detail the portion calculations regarding the Shareholders’ share of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodTaxes.

Straddle Periods. The Company and Neenah shall cause to be prepared and filed any Tax Returns of the Company for taxable periods that include but do not end on the Closing Date. The Company shall permit the Seller to review and comment on each such Tax Return at least 10 days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. In accordance with and subject to the provisions of ARTICLE VIII, the Seller shall be responsible for all Taxes that relate to a pre-Closing period as determined under this Section 5.7(c), including Taxes resulting from any Contest, and shall pay to (or as directed by) the Company amounts equal to such Taxes and such payments shall be made in each applicable case by no later than five (5) business days prior to the due date for paying such amount of Taxes to the relevant tax authority. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b5.7(c), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are imposed on a periodic basis and are payable for a taxable period that includes, includes (but does not end on, ) the Closing Date, the portion of such Tax which that relates to the portion pre-Closing period shall (a) in the case of such taxable period ending on the Closing Date shall any Taxes other than Taxes based upon or related to income, receipts, sales or payroll, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period, and (b) in the case of any Tax based upon or related to income, receipts, sales or payroll, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date with the understanding that the parties agree that the Seller’s Expenses and the Sale Bonuses and that all income and gain or loss reported with respect to the deemed sale of assets as a result of the 338(h)(10) Election, are properly allocable to and included in the determination of Taxes that relate to the pre-Closing period allocated to the Seller. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be allocated on a basis consistent with the allocations made pursuant to the preceding sentence. The Seller shall not be required to pay any Taxes pursuant to this Section 5.7(c) to the extent that such Taxes are taken into account in the final determination of the Closing Working Capital.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of the Companies or the Operating Company that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of Companies or the Operating Company or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 13.10(c) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Body to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire taxable periodStraddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.07 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. If a Company Entity is permitted, but not required, under applicable foreign, state or local Tax Laws to treat the Closing Date as the last day of a taxable period, such day shall be treated as the last day of a taxable period. For all purposes of this Agreement, including and for purposes of calculating the Closing Amounts: (ai) Except as otherwise provided in Section 8.03(b)this Agreement, any Taxes of or for a taxable period including but not ending on the Closing Date (a “Straddle Period”) with respect to a Transferred Entity or the Transferred Assets for any Straddle Period Company Entities shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim the actual operations of the Company Entities, as the case may be, by a closing of the booksbooks of the Company Entities, as if the Closing Date were the end of a Tax periodyear, and each such portion of such period shall be deemed to be a separate taxable period (whether or not it is in fact a taxable period; provided). For purposes of computing the Taxes attributable to the two portions of a taxable period pursuant to this ‎Section 5.8(c), thatthe amount of any item that is taken into account only once for each taxable period (e.g., exemptionsthe benefit of graduated Tax rates, allowances or deductions that are calculated on an annual basis (includingexemption amounts, but not limited to, depreciation and amortization deductionsetc.) shall be allocated between the period ending on the Closing Date and two portions of the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Lawsuch portion. (bii) In the case of any real property, personal property and similar ad valorem Taxes or other similar Taxes imposed on a periodic Taxes basis that are payable for a taxable period that includes, but does not end on, during the Closing DateStraddle Period, the portion of such Tax which that relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and period. (iii) In the portion case of such Tax which relates Taxes imposed on any Company Entity, the Buyer, or any Buyer Indemnitees as a result of income of any Flow-Thru Entity realized prior to the portion Closing Date (such income being computed assuming the Flow-Thru Entity had a year that ends on the Closing Date and closed its books), such Taxes shall be treated as Taxes of such taxable period beginning immediately the applicable Company Entity for a Pre-Closing Tax Period. (iv) Notwithstanding anything else in this Agreement, (A) Transaction Tax Deductions, shall, to the extent permitted by applicable Law, be allocated to the Pre-Closing Tax Period, and (B) any Taxes attributable to any action taken by the Buyer or any Company Entity on or after the Closing Date that is not in the ordinary course of business shall be deemed allocated 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 after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes of this Agreement: , whenever it is necessary to determine the liability for Taxes of the Company and its Subsidiaries for any taxable period of the Company and its Subsidiaries that includes (abut does not end on) Except as provided in Section 8.03(bthe Closing Date (a “Straddle Period”), any the determination of the Taxes of or with respect to a Transferred Entity or the Transferred Assets Company and its Subsidiaries for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the portion other which began at the beginning of the period commencing on the day immediately following the Closing Date, based and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and its Subsidiaries for the Straddle Period, shall be allocated between such two taxable years or periods on an interim a “closing of the books, as if books basis” by assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date were the end of a Tax periodDate. However, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, (a) exemptions, allowances or deductions that are calculated on an annual basis basis, such as the deduction for depreciation, and (includingb) periodic taxes such as real and personal property taxes shall be apportioned ratably between such periods on a daily basis. For the avoidance of doubt, but not limited tothe Company’s share of employment, depreciation and amortization deductionspayroll or similar Taxes arising from payments made under or with respect to transactions contemplated by this Agreement (the “Additional Employer Taxes”) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Straddle Period prior to the Closing Date shall and, with respect to the First Sale Bonus Amount, will be deemed paid to be the amount of such Tax for the entire taxable period multiplied Parent at Closing by a fraction, reduction of the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodUpfront Payment.

Straddle Periods. For all purposes In the case of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period, real, personal and intangible property Taxes and other Taxes imposed on a periodic basis and related Tax items determined on a periodic basis or by reference to the level of an item during a period (“Property Taxes”) allocated to the portion of such period that is a Pre-Closing Tax Period shall be apportioned between equal to the portion amount of such Property Taxes for the period ending on entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Straddle Period through the Closing Date and the portion denominator of which is the period commencing on number of calendar days in the day immediately following entire Straddle Period; and Taxes and related non-periodic Tax items (other than Property Taxes) allocated to the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period that is a Pre-Closing Tax Period shall be deemed computed as if such taxable period ended as of the end of the day on the Closing Date and, in the case of any Taxes attributable to be the ownership of any equity interest in any partnership, other “flow-through” entity, “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any similar provision of Law) or “passive foreign investment company” (within the meaning of Section 1297 of the Code) as if the taxable period of such partnership, other “flow-through” entity, controlled foreign corporation or passive foreign investment company ended as of the end of the day on the Closing Date (whether or not such Taxes arise in a separate taxable period; provided, that, Straddle Period of the applicable owner). All exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including credits and depreciation and amortization deductions) shall be allocated between the portion of the period ending on the Closing Date and that portion of the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the such portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of or the Acquired Companies that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the Tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date“Straddle Period”), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the Tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Acquired Companies. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Taxing Authority to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date. No election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate income to the pre-Closing portion of the Straddle Period shall be made.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b)the case of any Straddle Period, any Taxes the Parties shall, to the extent permitted or required under applicable Law, elect with the relevant Governmental Entity to treat a portion of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion as a short Tax period ending as of the period ending close of business on the Closing Date and the portion of the Date. For any Tax period commencing that does not close on the day immediately following the Closing Date, based unless otherwise required under applicable Law, (i) property Taxes or other ad valorem Taxes allocable to the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period 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 (ii) Taxes (other than those described in clause (i)) allocable to the Pre-Closing Tax Period shall be computed on an interim a “closing of the books, ” basis as if the Closing Date were such Taxable period ended as of the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable periodthe day on the Closing Date; provided, that, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to period. For purposes of the extent permitted by applicable Law. (b) In foregoing, each Subsidiary of a Transferred Entity that is classified as a “flow-through” entity shall be treated as if the taxable year of such entity had ended as of the close of business on the Closing Date. For the absence of doubt, in the case of a Straddle Period of a CFC, the amount includible under Section 951(a) of the Code (and any real property, personal property and similar ad valorem Taxes or other periodic Taxes related foreign Tax credit under Section 960 of the Code) in respect of such CFC that are payable for is attributable to the Pre-Closing Tax Period portion of the Straddle Period shall be determined on a “closing of the books” basis as if the taxable period that includes, but does not end on, year of the CFC had ended as of the close of business on the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable period.

Straddle Periods. For Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for all purposes of this Agreement: (a) Except as provided Straddle Periods. Parent shall permit the Stockholder Representative to review and comment on any Tax Return described in Section 8.03(b), any Taxes of or the preceding sentence prior to filing and shall and report all items with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on the Closing Date and in accordance with the portion instructions of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period Seller Representative except to the extent permitted required by applicable Law. (b) In . Parent may recover from the case Holdback Amount, without duplication of any real propertyamount recovered pursuant to Article VIII (by reducing the amount of such Holdback Amount) (or, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includesat its election, but does not end on, the Closing Date, otherwise pursuant to Article VIII) an amount equal to the portion of such Tax Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes were not taken into account in determining the final binding Net Current Assets to reduce the Initial Merger Consideration dollar-for-dollar under Section 1.7(e). For purposes of this Agreement, the portion of any Tax that relates to the portion of any Straddle Period ending on the Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use, or payroll, be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction, fraction (1) the numerator of which is the number of calendar days in the taxable period Straddle Period ending on (and including) including the Closing Date and (2) the denominator of which is the number of calendar days in the entire taxable Straddle Period; provided, however, that, if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Taxes 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 (B) in the portion case of such any Tax which relates based upon or related to income, receipts, sales, or payroll, be deemed equal to the portion amount which would be payable if the relevant Straddle Period ended as of such taxable period beginning immediately after the close of business on the Closing Date except that exemptions, allowances or deductions that are not covered under the rules of Code Sections 451 and 461 shall be deemed to be prorated on the amount basis of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable annual period beginning after elapsed through the Closing Date and the denominator of which is as compared to the number of days in the entire taxable periodannual period elapsing after the Closing Date.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b)the case of Taxes based on income, any sales, proceeds, profits, receipts, wages, compensation or similar items and all other Taxes that are not imposed on a periodic basis, the amount of or with respect to such Taxes that have accrued through the Closing Date for a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between deemed to be the portion amount that would be payable if the taxable year or period ended at the end of the period ending day on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the booksbooks (and in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), as if the Closing Date were taxable period of such partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the end of a Tax periodthe Closing Date), and each such portion of such period shall be deemed to be a separate taxable period; provided, that, except that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) , other than with respect to property placed in service after the Closing), shall be allocated between on a per diem basis. In the case of any other Taxes that are imposed on a periodic basis for a Straddle Period, the amount of such Taxes that have accrued through the Closing Date shall be the amount of such Taxes for the relevant period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period ending on up to and including the Closing Date and the period beginning after denominator of which shall be the number of calendar days in the entire period. For the avoidance of doubt, for purposes of allocating Taxes imposed under Section 951A of the Code in respect of a Subsidiary of Parent or the Company, the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) in respect of the Pre-Closing Tax Period shall equal the product of (i) the Subsidiary’s “qualified business asset investment” (as defined in Section 951A(d)(1) of the Code) for the taxable year of the Subsidiary that includes the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a determined as though such taxable period that includes, but does not end on, year ended on the Closing Date), the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by and (ii) a fraction, the numerator of which is the number of days in the portion of such taxable period year ending on (and including) the Closing Date and the denominator of which is the total number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodyear.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Any Taxes of or with respect to Target that relate to ---------------- a Transferred Entity Tax period beginning on or before the Transferred Assets for any Closing Date and ending after the Closing Date (a "Straddle Period Period") shall be apportioned between the portion of the period --------------- such Straddle Period ending on or prior to the Closing Date and (the portion of the period commencing on the day immediately following the "Pre-Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions----------- Partial Period") shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to Straddle Period beginning on the portion of such taxable period beginning immediately day -------------- after the Closing Date (the "Post-Closing Partial Period"), (i) in the case of --------------------------- real or personal property Taxes (and any other Taxes not measured or measurable, in whole or in part, by net or gross income or receipts), on a per diem basis and, (ii) in the case of other Taxes, on the "closing of the books" method. The Surviving Corporation shall be deemed file or cause to be filed all Tax Returns for Target for any Straddle Period, and the amount Surviving Corporation shall pay all Taxes shown as due on any such Tax Returns. The Target Shareholder Representative may direct by written instruction to Parent not later than 15 days before such proposed filing date of any such Tax Return the adoption of any legally permissible position on such Tax Returns to the extent that the reporting position proposed by the Surviving Corporation would result in indemnity liability of the Target Shareholders under this Agreement, other than a position that is not supported by substantial authority within the meaning of Section 6662 of the Code; provided that such position does not materially and disproportionately increase the prospective Tax liabilities of the Surviving Corporation or Parent. Pursuant to, and to the extent of, the indemnity obligations under Section 10.4, the Target Shareholders shall reimburse Parent for all such Taxes apportioned to the Pre-Closing Partial Period that are due pursuant to the filing of any such Tax Returns under the provisions of this Section 7.5(c) within fifteen (15) days of receipt of notice -------------- of such Tax for filing by Target, which notice shall set forth in reasonable detail the entire taxable period multiplied by a fraction, calculations regarding the numerator Target Shareholders' share of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodsuch Taxes.

Straddle Periods. For all purposes (a) With respect to any taxable period of the Company or any of its Tax Affiliates that would (absent an election) include, but not end until after, the Closing Date (a "Straddle Period"), Buyer and Seller will, to the extent permitted by applicable law, elect with the relevant Tax authority to close such Straddle Period as of the close of the Closing Date. As a result of such election, Taxes will be allocated to Seller and Buyer pursuant to the provisions of Sections 2 and 4, respectfully; provided, however, that notwithstanding any -------- ------- provision to the contrary contained in this Agreement:, Seller will not be responsible for any Taxes to the extent accrued as a liability of the Company or any of its Tax Affiliates in the determination of the Working Capital Value and Book Value. (ab) Except as provided in Section 8.03(b3(c), in any Taxes case where applicable law does not permit the Company or any of or with respect its Tax Affiliates to close a Transferred Entity or the Transferred Assets for any Straddle Period shall as of the close of the Closing Date, Seller will be apportioned between allocated any Income Taxes imposed on the Company or such Tax Affiliates for the portion of the period ending on Straddle Period up to and including the Closing Date. For purposes of this Section 3(b), Income Taxes for the portion of a Straddle Period up to and including the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, will be determined based on upon an interim closing of the books, books of the Company or such Tax Affiliates as if of the Closing Date were based upon tax accounting practices and procedures used by the end Company or such Tax Affiliates in preparing its Tax Returns; provided, however, that such Income -------- ------- Taxes will not include any Income Taxes arising as a result of actions taken by the Company, or by Buyer or any of their Tax Affiliates with respect to the Company, on the Closing Date but after the Closing that are not in the ordinary course of business of the Company. (c) With respect to any Straddle Period, Chilean Income Taxes initially will be allocated to Seller based upon Seller's preparation of a pro forma Tax period, and each such Return for the portion of the Straddle Period up to and including the Financial Closing Date (the "Chilean Pro forma Tax Return"). Within one hundred and twenty (120) days following the Closing, Seller shall prepare and deliver to Buyer, the Chilean Pro forma Tax Return prepared in a manner consistent with past Tax accounting practices. Buyer shall provide Seller's representatives reasonable access to the books and records of the Company and shall cause the Company's employees to provide reasonable assistance to Seller, both in connection with the preparation of the Chilean Pro forma Tax Return, as well as any dispute with respect thereto. Buyer shall have the right within sixty (60) days following the delivery of the Chilean Pro forma Tax Return to object in writing to the allocation of Chilean Income Tax based thereon, specifying in reasonable detail the basis for such period objection(s). Buyer shall be deemed to have agreed to file Chilean Income Tax Returns with all items and amounts contained in the Chilean Pro forma Tax Return, except as specifically objected to in such notice. If Buyer does so object, Seller and Buyer shall cooperate with each other to attempt to reach a mutual agreement thereon, or, failing such agreement within twenty (20) days, the determination shall be made by the Accountant pursuant to the dispute resolution provisions contained in Section 16. Nothing contained in this Section 3(c) shall be deemed to limit the rights of the Company, Buyer or their Tax Affiliates to obtain indemnification from Seller with respect to Chilean Income Taxes, including, without limitation, their right to indemnification under Section 2 hereof. (d) As to any Tax other than an Income Tax (a separate taxable period; provided"Non-Income Tax"), thatfor any Straddle Period, exemptions, allowances or deductions Seller will be allocated (i) for any Non-Income Tax that are calculated on an annual basis is determined based upon specific transactions (including, but not limited to, depreciation value added, sales and amortization deductions) shall be allocated between use Taxes), all Non-Income Taxes applicable to transactions which have occurred during the period ending on through the Financial Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (bii) In the case of for any Non-Income Tax that is not based upon specific transactions (including, but not limited to, license, real property, personal property property, franchise and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includesdoing business Taxes), but does not end on, the Closing Date, the portion of such any Non-Income Tax which relates equal to the portion of such taxable period ending on the Closing Date shall be deemed to be the full amount of such Non-Income Tax for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period Straddle Period ending on (and including) the Financial Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodStraddle Period.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or In the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end case of a Tax periodStraddle Period, and each such portion of such period shall be deemed to be a separate taxable period; providedthe parties hereto will, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. law, elect with the relevant governmental authority to treat (bi) the portion of the Straddle Period ending on the Closing Date (hereinafter referred to as the “Company’s Tax Period”) for all purposes as a short taxable period ending as of the close of the Closing Date and such short taxable period shall be treated as a Pre-Closing Tax Period for purposes of this Agreement and (ii) the portion of the Straddle Period after the Closing Date (hereafter referred to as the “Buyer’s Tax Period”) shall be treated as a Post-Closing Tax Period for purposes of this Agreement. In any case where applicable laws do not permit such an election to be made, then, for purposes of this Agreement, Taxes for the Straddle Period shall be allocated between the Company’s Tax Period and the Buyer’s Tax Period using an interim-closing-of-the-books method assuming that the Company’s Tax Period is taxable period ending at the close of business on the Closing Date. In the case of any real property, personal property and similar or other ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includesTax, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax allocated to Company’s Tax Period shall be the amount of that Tax for the entire taxable Taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable Taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable Taxable period.

Straddle Periods. For all purposes of this Agreement: determining the Parent Tax Liabilities (a) Except as provided in Section 8.03(b)and, any Taxes of or with respect to a Transferred Entity or income Taxes in Working Capital), the Transferred Assets parties shall utilize the following conventions for any Straddle Period shall be apportioned between determining the amount of Taxes attributable to the portion of the period Straddle Period ending on (and including) the Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date and shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period commencing Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, value-added Taxes, employment Taxes, withholding Taxes, capital gains and similar Taxes), the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Transferred Entity (and to the extent relevant, any other entity in which a Transferred Entity owns an equity interest) filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day immediately following on the Closing Date, based on an interim Date suing a “closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; books methodology;” provided, that, that (A) exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, 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 to which such exemption, allowance or deduction is applicable, (B) all income Tax assets of the extent permitted by applicable Law. (b) In the Transferred Entities that in each case of are allocable to any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the (or portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period thereof) ending on (and including) or before the Closing Date and under the denominator principles of which is this Agreement shall be utilized to reduce the number of days liability for income Taxes otherwise included in the entire calculation of Working Capital, but only to the extent permitted under applicable Law to be utilized in such period with respect to such liability for income Taxes (and, to the extent such Tax assets are not utilized to reduce such liability in such period, such Tax assets shall not be included as assets in the calculation of Working Capital), and (C) Tax liabilities determined under Sections 951 and 951A of the Code shall be determined by assuming that the taxable period and of each of the portion relevant CFCs ended as of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed (such that all Tax liabilities with respect to be the amount income of such Tax for CFCs under Sections 951 and 951A of the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after Code that are attributable to economic activity occurring on or before the Closing Date and the denominator of which is the number of days in the entire taxable periodwill be taken into account).

Straddle Periods. For all purposes of this Agreement: (a) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for allocating any Straddle Period Taxes pursuant to this Agreement, (A) the Taxes for a Straddle Period based on or measured by income or receipts of the Company or imposed in connection with any sale or other transfer or assignment of property or any other specifically identifiable transaction or event shall be apportioned allocated between the portion of the period ending on the Closing Date Pre-Effective Period and the portion of the period commencing on the day immediately following the Closing Date, Post-Effective Period based on an interim closing of the books, books as if the Closing Date were of the end of a Tax periodthe Closing Date, and each (B) other Taxes for a Straddle Period not reasonably allocable pursuant to clause (i) above on a specific identification or interim closing basis (such portion of such period as real or personal property Taxes) shall be deemed to be allocated based upon a separate taxable periodfraction, the numerator of which is the number of days in the Pre-Effective Period or Post-Effective Period, as applicable, included in such Straddle Period, as applicable, and the denominator of which is the number of days in such Straddle Period; provided, that, provided that (x) exemptions, allowances allowances, or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period period, and (y) in the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to a Pre-Effective Period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable relating to a Tax for a taxable period that includesPre-Effective Period whether such items are incurred, but does not end accrued, assessed or similarly charged on, before or after the Closing Date, . Any credits relating to a Straddle Period shall be taken into account as though the portion of such Tax which relates to the portion of such relevant taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending ended on (and includingincluded) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), the case of any Taxes of RTMRG or any of its Subsidiaries that are payable with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the tax period ending on the Closing Date that begins before and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning ends after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date"STRADDLE PERIOD"), the portion of any such Tax which relates Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the portion of such taxable amount that would be payable if the tax year or period ending ended on the Closing Date shall Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of RTMRG or any of its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the taxable period portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire taxable period and Straddle Period. For purposes of clause (i) of the portion preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of such Tax which relates any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of such taxable period beginning immediately after the Straddle Period ending on the Closing Date shall be deemed to be on a pro rata basis determined by multiplying the total amount of such Tax for item allocated to the entire taxable period multiplied by Straddle Period times a fraction, the numerator of which is the number of calendar days in the taxable period beginning after portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.05 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable periodperiod ending as of the close of business on the Closing Date.

Straddle Periods. For all purposes of this Agreement: , whenever it is necessary to determine the liability for Taxes of the Company and its Subsidiaries for any taxable period that includes (abut does not end on) Except as provided in Section 8.03(bthe Closing Date (a “Straddle Period”), any the determination of the Taxes of or with respect to a Transferred Entity or the Transferred Assets Company and its Subsidiaries for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the portion other which began at the beginning of the period commencing on the day immediately following the Closing Date, based and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and its Subsidiaries for the Straddle Period, shall be allocated between such two taxable years or periods on an interim a “closing of the books, as if books basis” by assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date were the end of a Tax periodDate. However, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, (i) exemptions, allowances or deductions that are calculated on an annual basis basis, such as the deduction for depreciation, and (includingii) periodic taxes such as real and personal property taxes, but not limited to, depreciation and amortization deductions) shall be allocated apportioned ratably between such periods on a daily basis. For the period ending on avoidance of doubt, any estimated or prepaid Taxes paid by or with respect to the Closing Date and the period beginning after Company or its Subsidiaries to a Governmental Authority prior to the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case respect of any real property, personal property and similar ad valorem Taxes Pre-Closing Tax Period or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date Straddle Period shall be deemed to be for the account of the Seller and shall reduce the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which Taxes Buyer is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates entitled to the portion of such taxable period beginning immediately after the Closing Date shall be deemed receive pursuant 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 after the Closing Date and the denominator of which is the number of days in the entire taxable periodArticle IX.

Straddle Periods. For all purposes of this Agreement: (a) Except as provided , in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between the portion of the period ending on the Closing Date and the portion of the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Dateimposed with respect to any Straddle Period, the portion of such Tax which relates to the portion of such taxable period Straddle Period ending on (and including) the Closing Date shall (x) in the case of any real or personal property Taxes or other similar Taxes imposed on a periodic basis, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (y) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant taxable period and ended at the portion end of such Tax which relates the day on the Closing Date. Any credits relating to the portion of such a taxable period beginning immediately that begins before and ends after the Closing Date shall be deemed taken into account as though the relevant taxable period ended on the Closing Date. Buyer shall be responsible for preparing or causing to be prepared any Tax Return of 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 Company required to be filed after the Closing Date for a Straddle Period. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Company unless otherwise required by applicable Law. Buyer shall permit Seller a reasonable opportunity to review each such Tax Return within a reasonable period of time before the filing or due date thereof, whichever date is earlier, and shall consider in good faith any reasonable comments proposed by Seller in writing. Seller shall pay to Buyer any Pre-Closing Taxes shown on such Tax Returns upon Xxxxx’s demand therefor, which demand shall be no earlier than three days prior to the denominator due date for payment of which is the number of days in the entire taxable periodapplicable Taxes.

Straddle Periods. For all purposes of this Agreement: , whenever it is necessary to determine the liability for Taxes of the Company and its Subsidiaries for any taxable period of the Company and its Subsidiaries that includes (abut does not end on) Except as provided in Section 8.03(bthe Closing Date (a “Straddle Period”), any the determination of the Taxes of or with respect to a Transferred Entity or the Transferred Assets Company and its Subsidiaries for any Straddle Period shall be apportioned between the portion of the period Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the portion other which began at the beginning of the period commencing on the day immediately following the Closing Date, based and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and its Subsidiaries for the Straddle Period, shall be allocated between such two taxable years or periods on an interim a “closing of the books, as if books basis” by assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date were the end of a Tax periodDate. However, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, (a) exemptions, allowances or deductions that are calculated on an annual basis basis, such as the deduction for depreciation, and (includingb) periodic taxes such as real and personal property taxes shall be apportioned ratably between such periods on a daily basis. For the avoidance of doubt, but not limited tothe Company's share of employment, depreciation and amortization deductionspayroll or similar Taxes arising from payments made under or with respect to transactions contemplated by this Agreement (the “Additional Employer Taxes”) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Straddle Period prior to the Closing Date shall and, with respect to the First Sale Bonus Amount, will be deemed paid to be the amount of such Tax for the entire taxable period multiplied Parent at Closing by a fraction, reduction of the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and the portion of such Tax which relates to the portion of such taxable period beginning immediately after the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodUpfront Payment.

Straddle Periods. For Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Acquired Companies for all purposes of this Agreement: Straddle Periods and all such Tax Returns (ato the extent relating to Pre-Closing Tax Periods) Except as provided in Section 8.03(b), any Taxes of or with respect to a Transferred Entity or the Transferred Assets for any Straddle Period shall be apportioned between prepared consistent with past practice except as otherwise required by Applicable Law. Parent shall provide all Tax Returns described in the preceding sentence to the Equityholder Representative for its review and approval (such approval not to be unreasonably withheld or delayed) at least fifteen (15) Business Days prior to the due date (taking into account any extension) for the filing of such Tax Returns. Parent shall make all changes reasonably requested by the Equityholder Representative no less than five (5) Business Days prior to the due date of such Tax Returns. For the avoidance of doubt, pursuant to Article 10, Parent may recover from the Indemnity Escrow Fund an amount equal to the portion of such Taxes required to be remitted with such Tax Returns which relates to the portion of such Taxable period ending on the Closing Date Date. For purposes of this Section 7.02 and Section 10.02(f), the portion of any Tax that relates to the period commencing on the day immediately following the Closing Date, based on an interim closing of the books, as if the Closing Date were the end of a Tax period, and each such portion of such period shall be deemed to be a separate taxable period; provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period any Straddle Period ending on the Closing Date and the period beginning after the Closing Date shall (a) in proportion to the number of days in each period to the extent permitted by applicable Law. (b) In the case of any real property, personal property and similar ad valorem Taxes or other periodic Taxes that are payable for a taxable period that includesTaxes, but does not end on, the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period Straddle Period multiplied by a fraction, fraction (i) the numerator of which is the number of days of such Straddle Period in the taxable period ending on Pre-Closing Tax Period and (and includingii) the Closing Date and the denominator of which is the number of days in the entire taxable period Straddle Period, and (b) in the portion case of such Tax which relates any other Tax, be deemed equal to the portion amount which would be payable if the taxable year of such taxable period beginning immediately after the relevant Acquired Company terminated at the close of business on the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period beginning after the Closing Date and the denominator of which is the number of days in the entire taxable periodDate.