Common use of Straddle Periods Clause in Contracts

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser Buyer shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and prepared (on a basis consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes ) and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each any Tax Return required to be filed Returns of the Acquired Companies with respect to an Acquired Company for any period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), and shall pay or cause to be paid all Taxes due with respect to such Tax Returns. Sellers To the 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 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 responsible for delivered to the payment of Taxes owed with regard Stockholder Representative as far prior to a Straddle Period for the period from filing thereof as is practicable); (ii) shall permit the commencement 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 Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after that ends on the Closing Date. Buyer shall be reimbursed out of the Escrow Assets within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such 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 this Section 7.02the preceding sentence, whenever it is necessary to determine in the responsibility for case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the determination portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date 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 Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other denominator of which begins at is the beginning number of days in the date after the Closing DateStraddle Period, and items (ii) in the case of incomeany Tax based upon or related to income or receipts, gain, loss or credit, and state and local apportionment factors for be deemed equal to the amount which would be payable if the relevant 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 Companies are closed at the close of business ended on the Closing Date; and provided, howeverfurther, (i) exemptionsthat with respect to Taxes of the Acquired Companies for a Straddle Period, allowances or deductions that are calculated on an annual basis, such as the deduction Buyer shall not be reimbursed for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisany Taxes attributable to LIFO recapture income.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company All property and ad valorem taxes and assessments on the Purchased Assets for any Straddle PeriodTax Period shall be prorated between Buyer, in accordance on the one hand, and the Sellers, on the other hand, as of the close of business on the Closing Date based on the best information then available, with Applicable Law and consistent with past practice. At least 20 days (a) the Sellers being liable for such Taxes attributable to any portion of a Straddle Tax Period ending on or prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser such Taxes shall be responsible allocable to the Pre-Closing Tax Period and (b) Buyer being liable for such Taxes owed with regard attributable to any portion of a Straddle Tax Period beginning after the Closing Date. For purposes Information available after the Closing Date that alters the amount of property taxes due with respect to the Straddle Tax Period will be taken into account and any change in the amount of such taxes shall be prorated between Buyer and the Sellers. All prorations under this Section 7.02, whenever it is necessary 6.16 shall be allocated so that items relating to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the a Straddle Period ending on or prior to the Closing Date shall be allocated to the Sellers based upon the number of days in the Straddle Tax Period on or prior to the Closing Date and including, and items related to the portion of the a Straddle Tax Period beginning after the Closing Date shall be determined by assuming that allocated to Buyer based upon the number of days in the Straddle Tax Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date. The amount of all such prorations shall, and items of incomeif able to be calculated on or prior to the Closing Date, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business paid on the Closing Date; providedDate or, however, (i) exemptions, allowances or deductions that are if not able to be calculated on an annual basisor prior to the Closing Date, such be calculated and paid as the deduction for depreciation; and (ii) periodic taxes, such soon as real and personal property taxes, shall be apportioned ratably between such periods on a daily basispracticable thereafter.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to an Acquired Company for any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) in accordance the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with Applicable Law and consistent with past practice. At least 20 days prior 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 date amount that would be payable if the Tax year or period ended on which any such Tax Return for the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed periodic basis with respect to an Acquired the business or assets of the Company for a Straddle Period. Sellers shall or its Subsidiaries or otherwise measured by the level of any item, be responsible deemed to be the amount of such Taxes for the payment of Taxes owed with regard to a entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the period from immediately preceding Tax period) multiplied by a fraction the commencement numerator of which is the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes number of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for calendar days in the portion of the Straddle Period ending on the Closing Date and includingthe denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, and 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 beginning after ending on the Closing Date shall be on a pro rata basis determined by assuming that multiplying the total amount of such item allocated to the Straddle Period consists of two taxable years or periodstimes a fraction, one the numerator of which ends at is the close number of calendar days in the portion of the Straddle Period ending on the Closing Date and the other denominator of which begins at is the beginning 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 date after Company and its Subsidiaries. The Parties will, to the Closing Dateextent permitted by applicable Law, and items elect with the relevant Governmental Entity to treat a portion of income, gain, loss or credit, and state and local apportionment factors for the any Straddle Period shall be allocated between such two as a short taxable years or periods on a “closing period ending as of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company For purposes of this Agreement, in the case of any Taxes that are payable for any a Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser which relates to the portion of such Straddle Period ending on the Closing Date shall file (A) in the case of any Taxes other than Taxes based upon or cause related to income, receipts, sales, use, or payroll, be deemed to be filed each the amount of such Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a entire Straddle Period for multiplied by a fraction (1) the period from numerator of which is the commencement number of calendar days in the Straddle Period through ending on the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a (2) the denominator of which is the number of calendar days in the entire Straddle Period after 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 Straddle Period ended as of the close of the Closing Date. For purposes of this Section 7.026.8(c), whenever it is necessary to determine the responsibility maximum extent permitted by Law, (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) for Taxes for a Straddle Period, the determination of Taxes for income Tax purposes shall be allocated to the portion of the Straddle Period ending on and includingthe Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, and gain, loss, deduction or credit resulting from a Parent Closing Date Transaction shall be allocated to the portion of the Straddle Period beginning after on the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date 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 income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall 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 allocated between such two taxable years or periods on a “determined using the interim closing of the books basismethod 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” by assuming that the books convention, effective as of the Acquired Companies are closed at the close end of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. For a taxable period that begins on or before the Closing Date and ends after Closing Date (a “Straddle Period”), Purchaser shall prepare each or cause to be prepared, at Purchaser’s expense, and timely file all Tax Return Returns for the Company which are required to be filed after the Closing Date with respect to an Acquired Company for any such Straddle PeriodPeriods (the “Straddle Returns”). Subject to the requirements of applicable Tax Law, each Straddle Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority, and in accordance with Applicable Law the Reporting Position. The Purchaser shall deliver any Straddle Return (along with associated tax workpapers) relating to Straddle Period which shows a Tax owing allocable to a Pre-Closing Period to the Sellers’ Representative for its review and consistent with past practice. At comment at least 20 thirty (30) days prior to the date on which any such Tax Straddle Return for a Straddle Period is due required to be filed (after taking into account extensions) or, in the case of a Straddle Return due within thirty days after the end of the taxable period to which that return relates, as soon as practical. If the Sellers’ Representative disputes any valid extension)item on any such Straddle Return, it shall, within ten (10) days of receiving such Straddle Return, notify the Purchaser of such disputed item (or items) and the basis for its objection. Sellers’ Representative and Purchaser shall deliver act in good faith to resolve any such Tax Return to Sellers. No later than five days dispute prior to the date on which the relevant Straddle Return is required to be filed. If Sellers’ Representative and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such Tax dispute shall be borne equally by the Sellers and the Purchaser. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Straddle Return for any Straddle Period is due at issue (after taking into account any valid extensionapplicable extensions), Sellers, after reasonable consultation with then such Straddle Return shall be filed as prepared by Purchaser, may make reasonable changes and revisions subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the pre-Closing portion disputed items. Purchaser shall provide a copy of such Tax Return. Purchaser shall file or cause Returns to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period Sellers’ Representative promptly after the Closing Date. For purposes filing of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisTax Returns.

Straddle Periods. Purchaser Parent shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law prepared and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return required described in the preceding sentence to be filed the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and includingits Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) 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 Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period beginning after 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 determined deemed to be the amount of such Tax for the entire Straddle Period multiplied by assuming that a fraction (i) the numerator of which is the number of calendar days in the Straddle Period consists of two taxable years or periods, one of which ends at the close of ending on and including the Closing Date and (ii) the other denominator of which begins at is the beginning number of calendar days in the date after entire Straddle Period and (b) in the Closing Date, and items case of any Tax based upon or related to income, gainreceipts, loss sales, use tax, value added tax, goods and services tax, withholding tax or creditpayroll tax, and state and local apportionment factors for be deemed equal to the amount which would be payable if the relevant Straddle Period shall be allocated between such two taxable years or periods on a “closing ended as of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser All real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a Governmental Authority, a landlord or other third party, shall prepare each be apportioned between Buyer and Seller as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax Return period ending on the Closing Date and the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Business and the Acquired Assets required to be filed with respect after the Closing Date. For any such Tax Return relating to an Acquired Company a Tax period that begins on or prior to, and ends after, the Closing Date, Buyer shall provide such Tax Return to the Seller at least 30 days prior to the date on which such Tax Return is required to be filed (but in no event earlier than 30 days after the Closing Date), for Seller’s review and comment. Seller shall have ten days to review and comment on any Straddle Periodsuch Tax Return, which comments Buyer shall take into consideration in accordance with Applicable Law and consistent with past practiceits sole discretion. At Buyer shall provide such Tax Returns to the Seller at least 20 ten business days prior to the date on which any such Tax Return is required to be filed, for a Straddle Period is due (after taking into account any valid extension), Purchaser Seller’s review and comment. Seller shall deliver such Tax Return have five business days to Sellers. No later than five days prior to the date review and comment on which any such Tax Return for any Straddle Period is due (after taking Return, which comments Buyer shall take into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisconsideration in its sole discretion.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02Agreement, whenever it is necessary in the case of any Taxes of the Companies that are payable with respect to determine any Tax period that begins before and ends after the responsibility for Closing Date (a “Straddle 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 ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for a the entire Straddle PeriodPeriod (or, in the case of such Taxes determined on an arrears basis, the determination 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 on the Closing Date 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, and without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period beginning after ending on the Closing Date shall be on a pro rata basis determined by assuming that multiplying the total amount of such item allocated to the Straddle Period consists of two taxable years or periodstimes a fraction, one the numerator of which ends at is the close number of calendar days in the portion of the Straddle Period ending on the Closing Date and the other denominator of which begins at is the beginning number of calendar days in the date after 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, and items to the extent permitted by applicable law, elect with the relevant Taxing Authority to treat a portion of income, gain, loss or credit, and state and local apportionment factors for the any Straddle Period shall be allocated between such two as a short taxable years or periods on a “closing period ending as of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or . Buyer and the Shareholder agree that any deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, associated with Transaction Expenses shall be apportioned ratably between 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 periods on a daily basisTransaction 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. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for For all purposes under this Agreement, in the case of any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause Taxes that are allocable to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on the Closing Date will be: (i) in the case of Property Taxes and includingother Taxes imposed on a periodic basis without regard to income, and gross receipts, payroll or sales, deemed to be the amount of such 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 such Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of ending on the Closing Date and the other denominator of which begins at is the beginning number of calendar days in the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the entire 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxesin the case of all other Taxes, determined as though the relevant taxable year terminated at the end of the Closing Date. If any Taxes for a Straddle Period relating to the Purchased Assets or the Assumed Liabilities that are allocated to the Pre-Closing 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 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 Taxes allocable to the other party shall be paid promptly by such other party to the party that paid such Taxes to the applicable Governmental Authority promptly after the payment of such Taxes. To the extent any amounts are paid by the Seller to the Purchaser under this Section 5.12, such amounts shall not be duplicatively indemnified against as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisan Excluded Liability.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed All personal property Taxes, real property Taxes, and similar ad valorem obligations levied with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return Transferred Assets or Business for a Straddle Period is due shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as of the Closing Date based on the number of days of such taxable period included in the Pre-Closing Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. All other Taxes (after taking into account including sales, use, value added, goods and services and other similar Taxes, employment Taxes, withholding Taxes, and any valid extension)Tax based on or measured by income, Purchaser shall deliver such Tax Return to Sellers. No later than five days prior receipts or profits) attributable to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes ownership and revisions to operation of the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company Business and the Transferred Assets for a Straddle Period. Sellers Period shall be responsible for allocated between the payment of Taxes owed with regard to Pre-Closing Tax Period and the Post-Closing Tax Period based on a Straddle Period for the period from the commencement deemed “closing of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends books” at the close of the Closing Date Date. Seller shall be liable for the amount of such Taxes that is apportioned to the Pre-Closing Tax Period (which Taxes shall be 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 begins 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 beginning rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the date after Code for each day until paid. For the avoidance of doubt, any employment Taxes attributable to a Pre-Closing DateTax Period but deferred pursuant to the Coronavirus, Aid, Relief and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period Economic Security Act shall be allocated between such two taxable years or periods on considered Taxes incurred in a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Pre-Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisTax Period.

Straddle Periods. Purchaser shall The Buyers will prepare each Tax Return required or cause to be prepared and file or cause to be filed when due any Tax Returns of the Company or with respect to an Acquired the assets or activities of the Company for any Straddle Period, 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 accordance with Applicable Law the preceding sentence prior to filing and consistent with past practicewill make such revisions to such Tax Returns unless the Buyers reasonably determine that a proposed revision is not appropriate. At least 20 The Seller will pay to the Buyers no later than two days prior to the date on which any 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 Return 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 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 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 due (after taking into account any valid extensionnot treated under the immediately preceding sentence as closing on the Closing Date), Purchaser such liability shall deliver such Tax Return be apportioned between the period deemed to Sellers. No later than five days prior end at the close of the Closing Date, and the period deemed to begin at the date beginning of the day following the Closing Date on which the basis of an interim closing of the books, except that in the case of any such Tax Return for any Straddle Period is due (after taking into account any valid extension)Taxes that are imposed on a periodic basis, Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser that shall file or cause be allocated to the portion of such Straddle Period ending on the Closing Date will be deemed to be filed each the amount of such Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a entire Straddle Period for multiplied by a fraction the period from numerator of which is the commencement number of days in the Straddle Period through ending on the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a the denominator of which is the number of days in the entire Straddle Period after the Closing DatePeriod. For purposes of this Section 7.0210, whenever it is necessary to determine if any transaction occurs on the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning 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 determined by assuming that treated as having occurred on the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after day following the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser (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 “Straddle Period”), Crown shall prepare each Tax Return required pay or cause to be filed 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 members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the 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 beginning with respect the day 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 Effective Date shall be based upon an Acquired Company for interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the 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 statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period, in accordance with Applicable Law and consistent with past practicePeriod Return (determined without regard to applicable extensions). At least 20 Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for of any Straddle Period is due Return (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with determined without regard to applicable extensions). Interest shall accrue at a Straddle Period for rate of 8% on any payment required by this Section 3.2 not made within the period from time specified in the commencement immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the Straddle Period through amount calculated following the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes principles of this Section 7.02, whenever it is necessary 3.2 applied to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the tax shown due and payable on any Straddle Period ending on and including, and Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the portion filing of the any Straddle Period beginning 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 Closing Date Final Statement. Interest shall be determined accrue at a rate of 8% on any payment required by assuming that this Section 3.2 not made within the Straddle Period consists of time specified in the two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basispreceding sentences.

Straddle Periods. Purchaser With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall prepare each cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax Return items required to be filed with respect to an Acquired Company for any included therein. In the case of a Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such Tax taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Taxes 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 denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior to the due date of such Straddle Return. Purchaser Except for Post-Effective Date Taxes for which Buyers shall file or cause be responsible pursuant to Section 11.1(d), Seller shall be filed each Tax Return required responsible for its pro rata share, according to be filed Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company for a Straddle Period. Sellers shall be responsible for the payment (as of Closing) to which such Taxes owed relate with regard respect to a Straddle Period for the period from for which the commencement Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Period through the Return with respect to which such pre-Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisrelated.

Straddle Periods. Purchaser shall prepare each For purposes of this Agreement, Taxes for a Tax Return required to be filed with respect to an Acquired Company for any period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior ”) shall be apportioned to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through that ends on the Closing Date (the “Pre-Closing Tax Period”) and the portion that ends after the Closing Date (the “Post-Closing Tax Period”) using the following conventions: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount apportioned to a Pre-Closing Tax Period shall be 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 Closing Date and Purchaser the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be responsible for apportioned to the Post-Closing Tax Period; and (B) in the case of all other Taxes owed (including income Taxes, employment Taxes, and sales and use Taxes) the amount apportioned to the Pre-Closing Tax Period shall be determined as if the Company had filed a separate Return with regard respect to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and includingthe end of the day on the Closing Date using a closing of the books methodology, and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period. For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the Straddle Period beginning after as compared to the Closing Date shall be determined by assuming that number of days in the entire Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other balance of which begins at the beginning of the date after the Closing Date, and such items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisto the Post-Closing Tax Period.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02Agreement, whenever it is necessary to determine the responsibility liability for Taxes of the Company and its Subsidiaries for any taxable period of the Company and its Subsidiaries that includes (but does not end on) the Closing Date (a “Straddle Period”), the determination of the Taxes of the Company and its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after after, the Closing Date shall be determined by assuming that the Straddle Period consists consisted of two (2) taxable years or periods, one of which ends ended at the close of the Closing Date and the other of which begins began at the beginning of the date after day following the Closing Date, 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 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 Companies are Company and its Subsidiaries were closed at the close of business on the Closing Date; provided, however. However, (ia) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; , and (iib) periodic taxes, taxes such as real and personal property taxes, taxes shall be apportioned ratably between such periods on a daily basis. For the avoidance of doubt, the Company’s share of employment, payroll or similar Taxes arising from payments made under or with respect to transactions contemplated by this Agreement (the “Additional Employer Taxes”) shall be allocated to the portion of the Straddle Period prior to the Closing Date and, with respect to the First Sale Bonus Amount, will be paid to Parent at Closing by a reduction of the Upfront Payment.

Straddle Periods. Purchaser For a taxable period that begins on or before the Closing Date and ends after Closing Date (a “Straddle Period”), Buyer shall prepare each or cause to be prepared, at Buyer’s expense, and timely file all Tax Return Returns for the Company which are required to be filed after the Closing Date with respect to an Acquired Company for any such Straddle PeriodPeriods (the “Straddle Returns”). Subject to the requirements of applicable Tax Law, each Straddle Return shall be prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority, and in accordance with Applicable Law the Reporting Position. The Buyer shall deliver any Straddle Return (along with associated tax workpapers) relating to Straddle Period which shows a Tax owing allocable to a Pre-Closing Period to the Seller for its review and consistent with past practice. At comment at least 20 thirty (30) days prior to the date on which any such Tax Straddle Return for a Straddle Period is due required to be filed (after taking into account extensions) or, in the case of a Straddle Return due within thirty days after the end of the taxable period to which that return relates, as soon as practical. If the Seller disputes any valid extension)item on any such Straddle Return, Purchaser it shall, within ten (10) days of receiving such Straddle Return, notify the Buyer of such disputed item (or items) and the basis for its objection. Seller and Buyer shall deliver act in good faith to resolve any such Tax Return to Sellers. No later than five days dispute prior to the date on which the relevant Straddle Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such Tax dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Straddle Return for any Straddle Period is due at issue (after taking into account any valid extensionapplicable extensions), Sellersthen such Straddle Return shall be filed as prepared by Buyer, after reasonable consultation with Purchasersubject to subsequent amendment, may make reasonable changes and revisions if any, necessary to reflect Independent Auditor’s final resolution of the pre-Closing portion disputed items. Buyer shall provide a copy of such Tax Return. Purchaser shall file or cause Returns to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period Seller promptly after the Closing Datefiling of such Tax Returns. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.10.2.3

Straddle Periods. Purchaser shall prepare each For purposes of this Agreement, in the case of any period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of any Taxes of the Company or its Subsidiaries not based upon or measured #25932618 v26 by income or gain, proceeds, receipts, activities, expenses (e.g., payroll Taxes) or transactions for the Pre-Closing Tax Return required Period will be deemed to be filed with respect to an Acquired Company the amount of such Tax for any the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which The amount of any such Tax Return other Taxes for a Straddle Period is due that relate to the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (after taking into account and for such purposes, the taxable period of any valid extensionpartnership or pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time), Purchaser provided, however, that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall deliver such be apportioned on a daily basis. Notwithstanding the foregoing, all Taxes attributable to income includable under Code Section 951 with respect to the operations and activities of the Company’s foreign Subsidiaries for the Pre-Closing Tax Return to Sellers. No later than five days Period included in the last Straddle Period beginning prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers Date shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for included in the portion of the Straddle Period ending on the Closing Date, even if such income is includable after the Closing Date. Notwithstanding anything else in this Section 10, the Purchaser and includingthe Seller agree that payments made with respect to Closing Indebtedness, Transaction Expenses and Transaction Bonuses, to the extent such payments give rise to Tax deductions, Tax losses and Tax credits or otherwise may offset taxable income or Tax under applicable law, shall, to the maximum extent permitted by applicable law, be considered to arise in the taxable period (or portion thereof) ending on the Closing Date and the provisions of this Agreement shall be interpreted and applied in a manner consistent therewith. For the avoidance of doubt, any Tax refund with respect to a taxable period beginning after the Closing Date, or the portion of the Straddle Period beginning after the Closing Date Date, shall be determined by assuming that for the benefit of the Buyer, even if attributable to a loss or other tax attribute arising in a Pre-Closing Tax Period, or the portion of a Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business ending on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser shall prepare In the case of any taxable period or periods of the Companies or LUHI starting on or before the Closing Date and ending after the Closing Date (in each case, a “Straddle Period”), with respect to Tax Return Returns required to be filed by any of the Companies or LUHI with respect to an Acquired Company a Straddle Period (collectively, the “Straddle Period Returns”), for any purposes of determining the amount of Taxes that are payable for a Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on portion of such Taxes which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions relate to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through ending on the Closing Date shall: (i) in the case of Taxes such as real and Purchaser shall personal ad valorem taxes, sales taxes, employment taxes and other similar Taxes that in each case, are not measured by or based on income, be responsible for Taxes owed with regard deemed to a Straddle Period after be the Closing Date. For purposes amount of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of such Taxes for the portion entire Straddle Period multiplied by the fraction the numerator of which is the number of days in the Straddle Period ending on and includingincluding the Closing Date (at the end of such Closing Date), and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one denominator of which ends at is the close number of days in the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the entire 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciationPeriod; and (ii) periodic taxesin the case of all other Taxes, be deemed equal to the amount of Taxes which would be payable if the relevant Straddle Period ended on and included the Closing Date (at the end of such Closing Date). Seller shall have the obligation to pay solely those Taxes shown as real due and personal property taxespayable by the Companies or LUHI on the applicable Straddle Period Returns with respect to the pre-Closing portion of a Straddle Period allocated to the Companies. Seller shall pay to Buyer those Taxes allocated to the Companies in the prior sentence no later than five (5) Business Days before Buyer is required to file such Straddle Period Reh1rns with the applicable Taxing Authority (including extensions), shall be apportioned ratably between such periods except to the extent the amount of the specific Taxes for a Straddle Period were included as a current liability in determining the Final Net Working Capital as reflected on a daily basisthe Final Closing Statement.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with With respect to an Acquired Company for any Straddle PeriodTaxable period that would ---------------- otherwise include but not end on the Closing Date, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date extent permissible pursuant to applicable law, Seller will, and Purchaser will cause each 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 to end on which any such Tax Return for a Straddle Period the Closing Date; or (b) if clause (a) is due (after taking into account any valid extension)inapplicable, Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return extent permitted by applicable law, report the operations of each Subsidiary only for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file period ending on or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through immediately before the Closing Date and 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) applies to a Taxable period of a Subsidiary, the portion of such Taxable period included in such return filed by Seller will be treated as a Pre-Closing Tax 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 owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02respect thereto, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes and Seller shall reimburse Purchaser for the portion of the Straddle Period ending on any income Taxes shown as due and including, and payable thereon that relate to the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming such straddle period that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser shall prepare each Tax Return required All property taxes, personal property taxes and similar AD VALOREM obligations in respect of the Purchased Assets that relate to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days periods beginning prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser ending after the Closing Date ("STRADDLE PERIODS") shall be responsible for Taxes owed with regard to a Straddle Period after prorated as of the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine Seller's estimated accrued liability at the responsibility Closing for Taxes for a Straddle Period, the determination of Taxes for the portion any of the Straddle Period ending on above-described Taxes and including, charges that are due and the portion of the Straddle Period beginning payable after the Closing Date shall be determined withheld from Closing Cash Consideration by assuming that Buyer at the Closing. Buyer shall prepare and file, or shall cause to be prepared and filed, on a timely basis, all Straddle Period consists tax returns. Buyer shall provide each Straddle Period Tax return to Seller for review not less than ten (10) business days in advance of two taxable years or periodsthe due date thereof (which return shall be subject to Seller's approval not to be unreasonably withheld), one and Buyer shall pay Seller's prorated portion of the tax shown to be due on each such return not less than five (5) business days before the due date of such payment; PROVIDED that in the event that Buyer has not withheld from the Closing Cash Consideration an amount which ends at is sufficient to fully pay Seller's prorated portion of the close Tax due on such return, then upon notice from Buyer Seller shall promptly pay Buyer such amount. Buyer agrees to promptly return to Seller any portion of the Closing Date and the other Cash Consideration retained by it pursuant to this Section 8.2 not used to pay Seller's prorated portion of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors such Taxes for the a 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisPeriod.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an All property and ad valorem taxes and assessments on the Acquired Company Assets for any taxable period that begins on or before and ends after the Effective Date (a “Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers ”) shall be responsible for prorated between the payment Debiopharm and ImmunoGen, as of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Effective Date based on the best information then available, with (a) ImmunoGen being liable for such Taxes attributable to any portion of a Straddle Period ending prior to the Effective Date and such Taxes shall be allocable to the Pre-Closing Tax Period and (b) Debiopharm being liable for such Taxes attributable to any portion of a Straddle Period beginning on or after the Effective Date; provided. Information available after the Effective Date that alters the amount of property taxes due with respect to the Straddle Period will be taken into account and any change in the amount of such taxes shall be prorated between Debiopharm and ImmunoGen. All prorations under this Section 7.10 shall be allocated so that items relating to the portion of a Straddle Period ending on or prior to the Effective Date shall be allocated to ImmunoGen based upon the number of days in the Straddle Period on or prior to the Effective Date and items related to the portion of a Straddle Period beginning after the Effective Date shall be allocated to Debiopharm based upon the number of days in the Straddle Period after the Effective Date. The amount of all such prorations shall, however, (i) exemptions, allowances or deductions that are if able to be calculated on an annual basisor prior to the Effective Date, such be paid on the Effective Date or, if not able to be calculated on or prior to the Effective Date, be calculated and paid as the deduction for depreciation; and (ii) periodic taxes, such soon as real and personal property taxes, shall be apportioned ratably between such periods on a daily basispracticable thereafter.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02Agreement, whenever it is necessary to determine the responsibility liability for Taxes of the Acquired Companies for a any Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after after, the Closing Date shall be determined by assuming that the Straddle Period consists consisted of two (2) taxable years or periods, one of which ends ended at the close of business on the Closing Date and the other of which begins began at the beginning of the date after day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors credit for the Straddle Period 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 Companies are were closed at the close of business on the Closing Date; provided, however, (ia) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; , and (iib) periodic taxesTaxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property taxesTaxes, shall be apportioned ratably between such periods based on a daily basisthe number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. Sellers will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period ended on the Closing Date, and Buyer will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period beginning on the day following the Closing Date.

Straddle Periods. Purchaser PGG shall prepare provide CMH with copies of each Straddle ---------------- Period Tax Return required at least 30 days before its due date (giving effect to be filed any extensions thereto), accompanied by a statement calculating in reasonable detail the C/M Parties' indemnification obligation pursuant to Section 11.7 (the "Tax Indemnification Statement"). CMH shall have the right to review each such Straddle Period Tax Return and the related Tax Indemnification Statement before the filing of the Straddle Period Tax Return. If CMH disputes any amounts shown due on any such Tax Returns or the amount calculated in the related Tax Indemnification Statement, CMH and PGG shall consult and attempt to resolve in good faith any issues arising as a result of the review of such Straddle Period Tax Return and Tax Indemnification Statement. If CMH agrees to the Tax Indemnification Statement amount, CMH shall pay to PGG an amount equal to the Taxes shown on the Tax Indemnification Statement not later than three Business Days before the due date (including any extensions thereof) for payment of Taxes with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a related Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser If CMH and PGG are unable to resolve any dispute within 30 days after CMH's receipt of such Straddle Period Tax Return and Tax Indemnification Statement, the dispute shall file be resolved by PricewaterhouseCoopers, acting as an expert and not as an arbitrator (the "Independent Auditor") which shall resolve any issue in dispute as promptly as practicable. One-half of all fees and disbursements of the Independent Auditor shall be paid by CMH and one-half shall be paid by PGG. If the Independent Auditor is unable to make a determination with respect to any disputed issue before the due date (including any extensions) for the filing of the Straddle Period Tax Return in question, PGG shall file, or shall cause to be filed each by the Acquired Subsidiaries, such Straddle Period Tax Return required without such determination having been made. Upon delivery to be filed CMH and PGG by the Independent Auditor of its determination, CMH shall pay to PGG any Taxes with respect to an Acquired Company for a such Straddle PeriodPeriod Tax Return which the Independent Auditor determined to be the proper amount chargeable to CMH pursuant to this Section 11.4. Sellers The determination by the Independent Auditor shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date final, conclusive and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business binding on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisParties.

Straddle Periods. Purchaser shall prepare each Any Taxes (other than federal and state income Taxes in the event that a short period Tax Return required to be is filed with respect to such Taxes) with respect to the Company that relate to a Tax period which begins on or before the Closing Date and ends after the Closing Date (a "STRADDLE PERIOD") shall be apportioned between the Pre-Closing Partial Period and the portion of such Straddle Period beginning on the day after the Closing Date (the "POST-CLOSING PARTIAL PERIOD"), (i) in the case of real or personal property Taxes (and any other ad valorem Taxes on a per diem basis) and, (ii) in the case of other Taxes, on an Acquired "INTERIM CLOSING OF THE BOOKS" method. The Purchaser shall cause the Company to file any Tax Returns for any Straddle Period, in accordance and the Purchaser shall pay all Taxes shown as due on any such Tax Returns. With respect to any such Tax Returns for any Straddle Period required to be filed by the Company and not required to be filed prior to the Closing Date, the Company shall provide the Seller with Applicable Law and consistent with past practice. At copies of any such completed Tax Return at least 20 thirty (30) business days prior to the due date on which any for filing of such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser and the Seller shall deliver have the right to review such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any issues arising as a result of such review. The Seller shall file or cause pay the Purchaser all such Taxes apportioned to be filed each Tax Return required the Pre-Closing Partial Period (to be filed with respect the extent not paid by the Company prior to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date or reflected in the Post-Closing adjustment under SECTIONS 2.3 and Purchaser shall be responsible for Taxes owed with regard 2.4) due pursuant to a Straddle Period after the Closing Date. For purposes filing of any such Tax Returns under the provisions of this Section 7.02SECTION 9.7(b) within fifteen (15) business days of receipt of notice of such filing by the Purchaser, whenever it is necessary to determine which notice shall set forth in reasonable detail the responsibility for Taxes for a Straddle Period, calculations regarding the determination Seller's share of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisTaxes.

Straddle Periods. Purchaser Buyer shall prepare each Tax Return required and file, or cause to be filed prepared and filed, all Tax Returns of the Company for all Straddle Periods. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to an Acquired such items, unless otherwise required by applicable Law. Buyer shall permit the Representative a reasonable opportunity to review each such Tax Return at least thirty (30) days prior to the due date for filing, including any extensions, and Buyer shall consider in good faith all reasonable comments proposed by the Representative in writing. Buyer shall cause the Company for to execute and timely file each such Tax Return and shall cause the Company to remit any Straddle PeriodTaxes payable with respect to such Tax Returns; provided, in accordance with Applicable Law and consistent with past practice. At however, that Buyer shall be indemnified by Sellers at least 20 two days prior to the date on which any such Tax Return for a Straddle Period is Taxes are due (after taking to the extent provided in Article 9 hereof to the extent that such Taxes were not included as Unpaid Taxes, Transaction Expenses, Net Working Capital or otherwise taken into account as a reduction in the calculation of the Final Cash Purchase Price under Section 1.3. To the extent permitted or required by applicable Law, the taxable year of the Company that begins before and includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any valid extension), Purchaser shall deliver such Tax Return Taxes that are imposed with respect to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension)Period, Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser which relates to the portion of such Straddle Period ending on (and including) the Closing Date shall file (x) in the case of any real or cause personal property Taxes or other similar Taxes imposed on a periodic basis, be deemed to be filed each the amount of such Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment entire taxable period multiplied by a fraction the numerator of Taxes owed with regard to a Straddle Period for which is the number of days in the taxable period from the commencement of the Straddle Period through ending on (and including) the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a the denominator of which is the number of days in the entire Straddle Period after and (y) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. For purposes of this Section 7.02, whenever it is necessary Any credits relating to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on taxable period that begins before and including, and the portion of the Straddle Period beginning ends after the Closing Date shall be determined by assuming that taken into account as though the Straddle Period consists of two relevant taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business period ended on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as . All determinations necessary to give effect to the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, foregoing allocations shall be apportioned ratably between such periods on made in a daily basismanner consistent with prior practice of the Company.

Straddle Periods. Purchaser The Company and the Parent shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Periodcause the Relevant Companies to, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension)unless prohibited by applicable law, Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement close their respective taxable periods as of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after end of the Closing Date. For purposes of this Section 7.02, whenever it is necessary If applicable law does not permit Company or Relevant Companies to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion close its taxable year as of the 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 consists of two taxable years or periods, one of which ends at the close end of the Closing Date and or in any case in which a Tax is assessed with respect to a taxable period which includes the other of which begins at the beginning Closing Date (but does not end as of the date after end of that day) (a “Straddle Period”), the Closing DateTaxes, and items of incomeif any, gain, loss or credit, and state and local apportionment factors for the attributable to a Straddle Period shall be allocated between such two taxable years (i) to the period up to and including the Closing Date or periods on (ii) to the period subsequent to the Closing Date, in each case, as set forth in this Section 8.7.3. Except as set forth in the next sentence, any allocation of income or deductions required to determine any Taxes attributable to a “Straddle Period shall be made by means of a closing of the books basis” by assuming that the books and records of the Acquired Relevant Companies are closed at as of the close end of business on the Closing Date; provided, however, (i) that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; basis (including depreciation and (iiamortization deductions) periodic taxes, such as real and personal property taxes, shall be apportioned ratably allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of calendar days in each such periods period. For purposes of determining the amount of income Taxes attributable to the period up to and including the end of the Closing Date, the income amounts under Sections 951, 951A and 956 of the Code shall be computed consistently as if the tax year of any controlled foreign corporation had ended on the Closing Date. In the case of any Taxes of the Relevant Companies imposed on a daily basisperiodic basis (including real property and ad valorem Taxes) the allocation described in this Section 8.7.3 shall be made based on the number of calendar days during the Straddle Period on or before the Closing Date, on the one hand, and the number of calendar days in the Straddle Period after the Closing Date, on the other hand. Notwithstanding the foregoing, any Taxes relating to any transactions not in the ordinary course of business of the Relevant Companies that occur after the time of the Closing on the Closing Date shall be treated as occurring on the day after the Closing Date.

Straddle Periods. Purchaser The Company and Neenah shall prepare 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 required at least 10 days prior to be filed with respect filing and shall make such revisions to an Acquired Company for any Straddle Period, in such Tax Returns as are reasonably requested by the Seller. In accordance with Applicable Law and consistent with past practice. At least 20 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 on which any for paying such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior amount of Taxes to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Daterelevant tax authority. For purposes of this Section 7.025.7(c), whenever it is necessary to determine in the responsibility for case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the pre-Closing period shall (a) in the case of 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 the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in 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 for that relate to the portion of pre-Closing period allocated to the Straddle Period ending on Seller. Any credits relating to a taxable period that begins before and including, and the portion of the Straddle Period beginning ends after the Closing Date shall be determined by assuming 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 Straddle Period consists of two taxable years or periods, one of which ends at the close final determination of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisWorking Capital.

Straddle Periods. Purchaser Parent shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law prepared and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each any Tax Returns of the Acquired Companies for all Straddle Periods. Pursuant to Article 10 and subject to any limitations therein but without limiting any of Parent’s rights under Article 10, Parent may recover from the Holdback an amount equal to the portion of such Taxes of the Acquired Companies which relates to the portion of any Straddle Period ending on the Closing Date. At least ten (10) days prior to filing any income or other material Tax Return, Parent shall submit a copy of such income or other material Tax Return required to be filed the Securityholder Representative for the Securityholder Representative’s review and comment, and Parent shall reflect in good faith any reasonable comments provided by the Securityholder Representative with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for such Tax Returns at least five (5) days prior to the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Datedue date thereof. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle PeriodAgreement, the determination portion of any Tax that relates to the portion of any Straddle Period ending on the Closing Date shall (a) in the case of real property, personal property and similar ad valorem Taxes be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of days in the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date and (ii) the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. Tax Liabilities determined under Sections 951 and 951A of the Code with respect to any non-U.S. Subsidiary of the Company shall be determined by assuming that the Straddle Period consists Tax period of two taxable years or periods, one of which ends at the close each Acquired Company ended as of the Closing Date (such that all Tax Liabilities determined under Sections 951 and the other of which begins at the beginning 951A of the date after Code that are attributable to economic activity occurring on or before the Closing Date will be allocable to a Tax period (or portion thereof) ending on or prior to the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis).

Straddle Periods. Purchaser Parent shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law prepared and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each any Tax Return Returns of the Acquired Companies for all Straddle Periods and all such Tax Returns (to the extent relating to Pre-Closing Tax Periods) shall be 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 filed remitted with respect such Tax Returns which relates to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment portion of Taxes owed with regard to a Straddle Period for the such Taxable period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after ending on the Closing Date. For purposes of this Section 7.027.02 and Section 10.02(f), whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of any Tax that relates to the portion of any Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall (a) in the case of real property, personal property and similar ad valorem Taxes, be determined by assuming that deemed to be the amount of such Tax for the entire Straddle Period consists of two taxable years or periods, one multiplied by a fraction (i) the numerator of which ends at is the close number of days of such Straddle Period in the Pre-Closing Tax Period and (ii) the denominator of which is the number of days in the entire Straddle Period, and (b) in the case of any other Tax, be deemed equal to the amount which would be payable if the taxable year of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 relevant Acquired Companies are closed Company terminated at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser (a) Unless prohibited by applicable Law, the taxable period of the Company shall prepare each be closed as 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 any case in which a Tax Return required to be filed is assessed with respect to an Acquired Company for any a taxable period which includes the Closing Date (but does not end on that day) (a “Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension”), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension)then Taxes, Sellersif any, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard attributable to a Straddle Period shall be allocated (i) to the Pre-Closing Periods for the period from the commencement of the Straddle Period through up to and including the Closing Date Date, and Purchaser shall be responsible (ii) to the Post-Closing Periods for Taxes owed with regard the period subsequent to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary Straddle Period Taxes based upon or related to determine the responsibility for Taxes for a Straddle Periodincome or receipts or imposed in connection with any transaction, the determination Taxes, if any, shall be allocated based on a closing of the books method, 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 shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period and deductions (or reduced deductions) that are attributable to increased (or decreased) Tax basis of the assets transferred to the Company in the Restructuring Transactions shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period after the relevant Restructuring Transaction. For Straddle Period Taxes for 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 Taxes that are determined by multiplying (x) the 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 portion of the Straddle Period ending on the Closing Date and includingthe denominator of which is the number of calendar days in the entire Straddle Period, shall be allocated to the Pre-Closing Period, and the remaining amount shall be allocated to the Post-Closing Period. For all Straddle Period Taxes not described above, the amount of such Taxes that are determined by multiplying (A) the amount of such Taxes for the entire Straddle Period by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of ending on the Closing Date and the other denominator of which begins at is the beginning number of calendar days in the date after the Closing Dateentire Straddle Period, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of to the books basis” by assuming that Pre-Closing Period and the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, remaining amount shall be apportioned ratably between such periods on a daily basisallocated to the Post-Closing Period.

Straddle Periods. Purchaser shall prepare each For purposes of this Agreement, if the Closing occurs, any Tax Return required of Holdings or the Company that is attributable to be filed with respect to an Acquired Company for any Tax period that begins on or before the Cutoff Date and ends after the Cutoff Date (a “Straddle Period, ”) will be apportioned between the portion of the Straddle Period that extends before the Cutoff Date through and including the Cutoff Date (the “Pre-Cutoff Straddle Period”) and the portion of the Straddle Period that extends from the date immediately after the Cutoff Date to the end of the Straddle Period (the “Post-Cutoff Straddle Period”) in accordance with Applicable Law and consistent with past practicethis Section 5.1. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing The portion of such Tax Return. Purchaser shall file attributable to the Pre-Cutoff Straddle Period will (a) in the case of any sales or cause to be filed each use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Return required to be filed with respect to an Acquired Company for based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Cutoff Date, and (b) in the case of any other Taxes, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Cutoff Straddle Period and denominator of which is the number of days in the Straddle Period. Sellers The portion of Tax attributable to a Post-Cutoff Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing, (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be responsible for allocated to the payment of Taxes owed with regard to a Pre-Cutoff Straddle Period for based on the period from the commencement relative number of days in such portion of the Straddle Period through as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit from a Buyer Closing Date Transaction shall be allocated to the Post-Cutoff Straddle Period; and (C) any item of deduction attributable to any Transaction Deductions accruing on or before the Closing Date and Purchaser shall be responsible for Taxes owed with regard allocated to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and includingthe Cutoff Date, and the portion regardless of the Straddle Period beginning whether accrued before or after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years Cutoff Date; and (D) any Tax or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items item of income, gain, loss or credit, and state and local apportionment factors for deduction from activities outside the Straddle Ordinary Course of Business during the Interim Period shall be allocated between such two taxable years or periods on a “closing of to the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisPre-Cutoff Straddle Period.

Straddle Periods. Purchaser Parent shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law prepared and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each any Tax Returns of the Company and its Subsidiaries for all Straddle Periods. Parent shall permit the Stockholder Representative to review and comment on any Tax Return required described in the preceding sentence prior to be filed filing and shall and report all items with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and includingthe Closing Date in accordance with the instructions of Seller Representative except to the extent required by applicable Law. Parent may recover from the Holdback Amount, and without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Holdback Amount) (or, at its election, otherwise pursuant to Article VIII) an amount equal to the portion of such 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 beginning after 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 determined deemed to be the amount of such Tax for the entire Straddle Period multiplied by assuming that a fraction (1) the numerator of which is the number of calendar days in the Straddle Period consists of two taxable years or periods, one of which ends at the close of ending on and including the Closing Date and (2) the other denominator of which begins at is the beginning number of calendar days in the date after entire Straddle Period; provided, however, that, if the Closing Dateamount of periodic Taxes imposed for such Straddle Period reflects different rates of Taxes imposed for different periods within such Straddle Period, and items of income, gain, loss or credit, and state and local apportionment factors for the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period shall and (B) in the case of any Tax based upon or related to income, receipts, sales, or payroll, be allocated between such two taxable years or periods on a “closing deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) Date except that exemptions, allowances or deductions that are calculated on an annual basis, such as not covered under the deduction for depreciation; rules of Code Sections 451 and (ii) periodic taxes, such as real and personal property taxes, 461 shall be apportioned ratably between such periods prorated on a daily basisthe basis of the number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date.

Straddle Periods. Purchaser Buyer shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall timely file or cause to be prepared and timely filed each at its expense all Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement Returns of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period Company that include periods ending after the Closing Date. For purposes of this Section 7.02, whenever it is necessary ; provided that if any such Tax Return relates to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period any period beginning after before the Closing Date (a “Straddle Period”), Buyer shall be determined by assuming that deliver to the Straddle Period consists of two taxable years or periods, one of which ends at the close Stockholder Representative for his review and comment a draft of the Closing Date and the other of which begins at the proposed Tax Return no later than thirty (30) days prior to Buyer’s proposed filing date for such Tax Return (such Tax Returns relating to periods beginning of the date after before the Closing Date, the “Straddle Period Returns”). In each case such Straddle Period Returns shall be in conformity with the Code and items Treasury Regulations. The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of incomethe review of such Straddle Period Returns. If the Stockholder Representative and Buyer cannot agree on the amount of Taxes owed by the Company or the treatment of an item shown on such Straddle Period Return within twenty (20) days, gain, loss or credit, Buyer and state the Stockholder Representative shall refer the matter to the Accounting Arbitrator. Buyer and local apportionment factors for the Stockholder Representative shall equally share the fees and expenses of the Accounting Arbitrator and its determination as to the amount owing by the Company with respect to the Straddle Period Returns or the treatment of any item shown on such Straddle Period Returns 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 Companies are closed at the close of business binding on the Closing Date; providedParties for purposes of filing such Straddle Period Returns. The Company shall timely file all such Tax Returns, howeveras so modified, (i) exemptionsand shall pay, allowances or deductions that are calculated on an annual basissubject to Section 10.2(h), such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisamount of any Taxes shown due by the Company thereon to the appropriate Tax authorities.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with With respect to an Acquired Company for any Straddle PeriodTaxable period that ---------------- would otherwise include but not end on the Closing Date, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date extent permissible pursuant to applicable law, Seller will, and Purchaser will cause each 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 to end on which any such Tax Return for a Straddle Period the Closing Date; or (b) if clause (a) is due (after taking into account any valid extension)inapplicable, Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return extent permitted by applicable law, report the operations of each Subsidiary only for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file period ending on or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through immediately before the Closing Date and 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) applies to a Taxable period of a Subsidiary, the portion of such Taxable period included in such return filed by Seller will be treated as a Pre-Closing Tax 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 owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02respect thereto, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes and Seller shall reimburse Purchaser for the portion of the Straddle Period ending on any income Taxes shown as due and including, and payable thereon that relate to the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming such straddle period that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle PeriodFor purposes of this Agreement, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date Income Taxes shown on which any such a Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser prepared consistent with past tax practice and accounting methods shall deliver such Tax Return to Sellers. No later than five days prior to be allocated between the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes Pre- and revisions to the prePost-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for Periods on the payment of Taxes owed with regard to a Straddle Period for the period from the commencement basis of the Straddle Period through the Closing Date and Purchaser shall be responsible actual Taxable income for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle each such Period, the determination of Taxes for the portion determined by (i) an interim closing of the 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 consists of two taxable years or periods, one of which ends books at the close of the Closing Date (or such other allocation method as the Parties may agree to in writing), and the other of which begins at the beginning (ii) as to each Straddle Period, treating each member of the date after combined group that is includable in a Combined Income Tax Return for the Closing Dateentire Straddle Period as included in such Combined Income Tax Return, and items by treating any member of income, gain, loss or credit, and state and local apportionment factors the combined group that is not includable in such Combined Income Tax Return for the entire Straddle Period as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the Purchaser and Sellers regarding the amount of Taxes allocated to the Pre-Closing Straddle Period shall be resolved in accordance with the principles of Section 10.6(e) of this Agreement. Sellers shall pay to Purchaser the excess of any amount allocated between such two taxable years (based upon the undisputed amount of Tax shown on each executed Income Tax Return for a Straddle Period) to the Pre-Closing Straddle Period over the amount of any estimated Income Taxes previously paid by Sellers or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on prior to the Closing Date; provided, however, or Purchaser shall pay to Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (i) exemptionsin the case of real and personal property Taxes, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; a per diem basis and (ii) periodic taxesin the case of all other Taxes, on the basis of the actual activities of the applicable entity. Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount due under this Section 10.2(d) upon the later of (i) five days before the filing date of the Tax Return for a Straddle Period upon which such as real and personal property taxes, shall be apportioned ratably between payment is based or (ii) ten days after receipt by the Seller of the executed Tax Return upon which such periods on a daily basispayment is based.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed For purposes of this Agreement, in the case of any Taxes that are imposed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser which relates to the portion of such Straddle Period ending on (and including) the Closing Date shall file (x) in the case of any real or cause personal property Taxes or other similar Taxes imposed on a periodic basis, be deemed to be filed each the amount of such Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment entire taxable period multiplied by a fraction the numerator of Taxes owed with regard to a Straddle Period for which is the number of days in the taxable period from the commencement of the Straddle Period through ending on (and including) the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a the denominator of which is the number of days in the entire Straddle Period after and (y) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant taxable period ended at the end of the day on the Closing Date. For purposes of this Section 7.02, whenever it is necessary Any credits relating to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on taxable period that begins before and including, and the portion of the Straddle Period beginning ends after the Closing Date shall be determined by assuming that taken into account as though the Straddle Period consists of two relevant taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business period ended on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, . Buyer shall be apportioned ratably between responsible for preparing or causing to be prepared any Tax Return of the 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 periods 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 a daily basissuch Tax Returns upon Xxxxx’s demand therefor, which demand shall be no earlier than three days prior to the due date for payment of the applicable Taxes.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to SellersSeller. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), SellersSeller, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for Pursuant to Article 10, but without limiting any of Purchaser’s rights under Article 10, Purchaser may recover from the payment Indemnity Escrow Fund an amount equal to the portion of such Taxes owed with regard which relates to a the portion of such Straddle Period for the period from the commencement of the Straddle Period through ending on the Closing Date and Purchaser shall be responsible to the extent not accounted for Taxes owed with regard in the determination of the Aggregate Consideration pursuant to a this Agreement or covered by any Straddle Period after the Closing DateUK Corporation Tax Payments (as defined below). For purposes of this Section 7.027.02 and Section 10.02(e), whenever it the portion of any Tax that relates to the portion of any Straddle Period ending on the Closing Date shall be deemed equal to the amount of Tax which would be payable if the relevant Straddle Period ended on the Closing Date. For the avoidance of doubt, for purposes of this Section 7.02 and Section 10.02(e), the portion of United Kingdom corporation tax that relates to the portion of any Straddle Period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date (such amount being referred to as the “Straddle Period Pre-Closing UK Corporation Tax Amount”). In the event that the Acquired Companies make any payments prior to Closing to HM Revenue and Customs in respect of United Kingdom corporation tax of the Acquired Companies where such tax is necessary referable in whole or part to determine the responsibility for Taxes for a Straddle PeriodPeriod then to the extent that such payments are referable to a Straddle Period (such payments being referred to as “Straddle Period UK Corporation Tax Payments”) and Purchaser (acting in good faith) determines that the aggregate of such Straddle Period UK Corporation Tax Payments exceeds the aggregate Straddle Period Pre-Closing UK Corporation Tax Amount of the Acquired Companies, Purchaser shall pay Seller an amount equal to the determination excess. Without duplication, to the extent that Purchaser actually receives, within twenty-four months after the Closing Date, a refund from the relevant Governmental Authority of Taxes for of the Acquired Companies allocable to the Pre-Closing Tax Period or the pre-Closing portion of the Straddle Period ending on which Taxes were paid by the Acquired Companies prior to the Closing, Purchaser shall pay the amount of such refund within 14 days of receipt or as soon as reasonably practicable, net of any Tax or other cost to Purchaser and includingits Affiliates of obtaining and receiving such refund, and to Seller, except to the portion extent such refund was accounted for in the determination of the Aggregate Consideration. For the avoidance of doubt in calculating the Straddle Period beginning after Pre-Closing UK Corporation Tax Amount any group relief that would be available to the Closing Date shall be determined by assuming that the Straddle Period consists Acquired Companies in respect of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between taken so long as Purchaser determines that such two taxable years group relief would not have any adverse effect on Purchaser or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisits Affiliates.

Straddle Periods. Purchaser The Asset Purchaser, in consultation with the Surviving Corporation, shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law prepared and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed any Tax Returns of the Company for any period beginning before the Merger Closing and ending after the Merger Closing (a “Straddle Period”). All such Tax Returns shall be prepared in a manner consistent with the Company’s past practices, unless otherwise required by Law. The Asset Purchaser shall permit the Shareholders to review and comment on each such Tax Return required at least 30 days prior to be filed filing and shall incorporate into such Tax Return any reasonable comments from the Shareholder regarding such Tax Return. The Surviving Corporation may deduct from the Installment Payments payable to the Shareholders an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Merger Closing. Any refunds with respect to an Acquired Company for a such Tax Returns which relates to the portion of such Straddle Period. Sellers Period ending on the Merger Closing shall be responsible for paid to the payment of Taxes owed Shareholders in accordance with regard to a Straddle Period for their respective Pro Rata Portion thereof, unless such refunds or credits (i) were reflected on the period from the commencement of the Straddle Period through Closing Balance Sheet, as finally determined, and taken into account in determining the Closing Date and Purchaser shall be responsible for Taxes owed with regard to Net Working Capital, or (ii) were received as a Straddle Period after the Closing Dateresult of a carryback of any net operating losses or other tax attributes. For purposes of this Section 7.027.9(b), whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of any Tax that relates to the portion of any Straddle Period ending on the Merger Closing shall (A) 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 Straddle Period multiplied by a fraction (1) the numerator of which is the number of days in the Straddle Period ending on the Merger Closing and (2) the denominator of which is the number of days in the entire Straddle Period, and (B) in the case of any Tax based upon or related to income or receipts (including, without limitation, sales and similar taxes), be deemed equal to the portion of amount which would be payable if the relevant Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business ended on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisMerger Closing.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for In the case of any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date taxable period that begins on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through before the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items the amount of income, gain, loss any Taxes of the Company Group based upon or credit, and state and local apportionment factors for measured by net income or gain which relate to the Straddle Pre-Closing Tax Period shall will be allocated between such two taxable years or periods determined based on a “an interim closing of the books basis” by assuming that the books as of the Acquired Companies are closed at the close of business on the Closing DateDate (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Group holds a beneficial interest will be deemed to terminate at such time); provided, howeverthat, (i) exemptions, allowances or deductions that are calculated on an annual basisbasis (including, such as the deduction for depreciation; but not limited to, depreciation and (iiamortization deductions) periodic taxes, such as real and personal property taxes, shall be apportioned ratably allocated between the portion of the such periods taxable period ending on the Closing Date, on the one hand, and the portion of the such taxable period beginning after the Closing Date, on the other hand, in proportion to the number of days in such taxable period included in the portion ending on the Closing Date and the number of days in such taxable period included in the portion beginning after the Closing. The amount of Taxes other than Taxes of the Company Group based upon or measured by net income or gain for a daily basistaxable period that begins on or before the Closing Date and ends after the Closing Date which relate to the Pre-Closing Tax Period will 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 portion of the taxable period ending on the Closing Date and the denominator of which is the number of days in such taxable period.

Straddle Periods. Purchaser Parent shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law prepared and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each any Tax Returns of the Acquired Companies for all Straddle Periods. Parent shall provide a draft of any such Tax Returns (which draft may be a pro forma Tax Return required or a redacted draft showing only information relating to be filed with respect the Pre-Closing Tax Period and the Acquired Companies) that shows a cash Tax liability for which the Indemnitees may claim a right to an Acquired Company indemnification under this Agreement in excess of $500,000 to the Securityholder Representative for a Straddle Period. Sellers shall be responsible review no less than thirty (30) days prior to the due date for timely filing of such Tax Returns, or if the payment of Taxes owed with regard to a Straddle Period for the period from the commencement due date is within thirty (30) days of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period Date, as promptly as practicable after the Closing Date, and Parent shall consider in good faith any reasonable comments provided by the Securityholder Representative with respect to such Tax Returns at least ten (10) days prior to the due date thereof. Pursuant to Article 10 but without limiting any of Parent’s rights under Article 10, Parent may recover from the Indemnity Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of any Straddle Period ending on the Closing Date to the extent that such Taxes were not previously taken into account in determining Unpaid Company Transaction Expenses or as a liability in determining the Closing Working Capital, each as finally determined pursuant to Section 2.08. For purposes of this Section 7.027.02 and Section 10.02(i), whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for 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 real property, personal property and similar ad valorem Taxes be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of days in the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date and (ii) the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. Tax Liabilities determined under Sections 951 and 951A of the Code shall be determined by assuming that the Straddle Period consists taxable period of two taxable years or periods, one of which ends at the close each Acquired Company ended as of the Closing Date (such that all Tax Liabilities determined under Sections 951 and the other of which begins at the beginning 951A of the date after Code that are attributable to economic activity occurring on or before the Closing Date will be allocable to a taxable period (or portion thereof) ending on or prior to the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis).

Straddle Periods. Purchaser Buyer shall prepare each Tax Return required or cause to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law prepared and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each any Tax Return required Returns of the Acquired Companies for any Straddle Period (“Straddle Returns”). No later than thirty (30) days prior to be filed the due date (including extensions) for filing such Tax Returns, Buyer shall deliver the Tax Returns described in this Section 4.6(a)(iv) to Parent for its review, comment and approval. Buyer shall make all changes with respect to Straddle Returns as are reasonably requested by Parent. Parent shall pay to Buyer an Acquired Company for a amount equal to the Taxes due as reflected on such Straddle Period. Sellers shall be responsible for Returns, to the payment of extent that such Taxes owed arise in or are incurred with regard respect to a Straddle Pre-Closing Tax Period for and to the period from the commencement of the Straddle Period through extent such Taxes are not included or reflected on the Closing Date and Purchaser Combined Balance Sheet, at least five (5) Business Days prior to the due date (including extensions) for filing such Straddle Returns. All Straddle Returns shall be responsible for prepared in a manner consistent with past practices of Parent, to the extent such past practice complies with applicable Law. Where Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for involve a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that calculated as though the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 year of the Acquired Companies are closed at Company terminated as of the close of business on the day preceding the Closing Date; provided, however, (i) exemptionsthat in the case of a Tax not based on income, allowances receipts, proceeds, profits or deductions that are calculated on an annual basissimilar items, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, Taxes shall be apportioned ratably between such periods on equal to the amount of Tax for the taxable period multiplied by a daily basisfraction, the numerator of which shall be the number of days from the beginning of the taxable period through to the Closing Date and the denominator of which shall be the number of days in the taxable period.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle PeriodFor purposes of this Agreement, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date Income Taxes shown on which any such a Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser prepared consistent with past tax practice and accounting methods shall deliver such Tax Return to Sellers. No later than five days prior to be allocated between the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes Pre- and revisions to the prePost-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for Periods on the payment of Taxes owed with regard to a Straddle Period for the period from the commencement basis of the Straddle Period through the Closing Date and Purchaser shall be responsible actual Taxable income for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle each such Period, the determination of Taxes for the portion determined by (i) an interim closing of the 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 consists of two taxable years or periods, one of which ends books at the close of the Closing Date (or such other allocation method as the Parties may agree to in writing), and the other of which begins at the beginning (ii) as to each Straddle Period, treating each member of the date after combined group that is includable in a Combined Income Tax Return for the Closing Dateentire Straddle Period as included in such Combined Income Tax Return, and items by treating any member of income, gain, loss or credit, and state and local apportionment factors the combined group that is not includable in such Combined Income Tax Return for the entire Straddle Period as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the 48 53 Purchaser and Sellers regarding the amount of Taxes allocated to the Pre-Closing Straddle Period shall be resolved in accordance with the principles of Section 10.6(e) of this Agreement. Sellers shall pay to Purchaser the excess of any amount allocated between such two taxable years (based upon the undisputed amount of Tax shown on each executed Income Tax Return for a Straddle Period) to the Pre-Closing Straddle Period over the amount of any estimated Income Taxes previously paid by Sellers or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on prior to the Closing Date; provided, however, or Purchaser shall pay to Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (i) exemptionsin the case of real and personal property Taxes, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; a per diem basis and (ii) periodic taxesin the case of all other Taxes, on the basis of the actual activities of the applicable entity. Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount due under this Section 10.2(d) upon the later of (i) five days before the filing date of the Tax Return for a Straddle Period upon which such as real and personal property taxes, shall be apportioned ratably between payment is based or (ii) ten days after receipt by the Seller of the executed Tax Return upon which such periods on a daily basispayment is based.

Straddle Periods. Purchaser shall prepare (a) To the extent permitted or required by applicable Law, the taxable year of each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after Transferred Ag Subsidiaries that includes the Closing Date shall be determined treated as closing on (and including) the Closing Date. To the extent not permitted or required by assuming that applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the Transferred Ag Subsidiaries or imposed on the Ag Business allocable to the Pre-Closing Period 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 calendar days during the Straddle Period consists of two taxable years or periods, one that are in the Pre-Closing Period and the denominator of which ends at is the close 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 ended as of the end of the day on the Closing Date and the other of which begins at the beginning in a manner consistent with past practices of the date after Transferred Ag Subsidiaries (or of Descartes with respect to the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing DateTransferred Ag Subsidiaries); provided, however, (i) that exemptions, allowances or deductions that are calculated on an annual basisbasis (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. Each Transferred Ag 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 end of the Closing Date and Taxes attributable to taxable income 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. (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 as Property Taxes for the deduction for depreciation; 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 (iib) periodic taxes, such as real and personal property taxes, Taxes (other than Property Taxes) of the Transferred H&N Subsidiaries allocable to the Pre-Closing Period shall be apportioned ratably computed as if such taxable period 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 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. 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 end of the Closing Date and Taxes attributable to taxable income or gain of each such periods on a daily basis.entity through

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an All property and ad valorem Taxes and assessments on the Acquired Company Assets for any Straddle Periodtaxable period that begins on or before Closing, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period but ends after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for date (a “Straddle Period, the determination of Taxes for the portion of the 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 consists prorated between Buyer and Seller, as of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provideddate based on the best information then available, howeverwith (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to or on the Closing date, and (ib) exemptionsBuyer being liable for such Taxes attributable to any portion of a Straddle Period that occurs post-Closing. Information available after the Closing date that alters the amount of property Taxes due with respect to the Straddle Period will be taken into account and any change in the amount of such Taxes shall be prorated between Buyer and Seller. All prorations under this Section 6.6 shall be allocated so that items relating to the portion of a Straddle Period ending on or prior to the Closing date shall be allocated to Seller based upon the number of days in the Straddle Period on or prior to the Closing date and items related to the portion of a Straddle Period beginning post-Closing shall be allocated to Buyer based upon the number of days in the Straddle Period after the Closing date. The amount of all such prorations shall, allowances or deductions that are if able to be calculated on an annual basisor prior to the Closing date, such be paid on the Closing date or, if not able to be calculated on or prior to the Closing date, be calculated and paid as the deduction for depreciation; and (ii) periodic taxes, such soon as real and personal property taxes, shall be apportioned ratably between such periods on a daily basispracticable thereafter.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for For purposes of allocating any Straddle PeriodPeriod Taxes pursuant to this Agreement, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to (A) the date on which any such Tax Return Taxes for a Straddle Period is due (after taking into account based on or measured by income or receipts of the Company or imposed in connection with any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which sale or other transfer or assignment of property or any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file other specifically identifiable transaction or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers event shall be responsible for allocated between the payment of Taxes owed with regard to a Straddle Pre-Effective Period for and the period from the commencement Post-Effective Period based on an interim closing of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion books as of the Straddle Period ending on and including, and the portion end of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors (B) other Taxes for the a Straddle Period not reasonably allocable pursuant to clause (i) above on a specific identification or interim closing basis (such as real or personal property Taxes) shall be allocated between based upon a fraction, the numerator of which is the number of days in the Pre-Effective Period or Post-Effective Period, as applicable, included in such two taxable years or periods on a “closing Straddle Period, as applicable, and the denominator of which is the books basis” by assuming number of days in such Straddle Period; provided that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (ix) exemptions, allowances allowances, or deductions that are calculated on an annual basisbasis (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, such as the deduction for depreciation; and (iiy) periodic taxesin the case of Taxes in the form of interest or penalties, all such as real and personal property taxes, Taxes shall be apportioned ratably between treated as attributable to a Pre-Effective Period to the extent relating to a Tax for a Pre-Effective Period whether such periods items are incurred, 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 relevant taxable period ended on a daily basis(and included) the Closing Date.

Straddle Periods. Purchaser 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 “Straddle Period”), Crown shall prepare each Tax Return required pay or cause to be filed 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 members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the 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 beginning with respect the day 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 Effective Date shall be based upon an Acquired Company for interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of Section 3.3. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar within 20 days of the due date of any Straddle Period, in accordance with Applicable Law and consistent with past practicePeriod Return (determined without regard to applicable extensions). At least 20 Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for of any Straddle Period is due Return (after taking into account determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the pre-Closing portion tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar 30 days after the filing of such any Combined State Tax Return. Purchaser Constar shall file or cause pay to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes Crown any amount owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of under this Section 7.02, whenever it is necessary 3.3 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to determine Constar under this Section 3.2 no less than 5 days after Crown delivers the responsibility for Taxes for Final Statement. Interest shall accrue at a Straddle Period, rate of 8% on any payment required by this Section 3.2 not made within the determination of Taxes for time specified in the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basispreceding sentences.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the Each taxable period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of before the Closing Date and the other of which begins at portion through the beginning end of the date after Closing Date for any taxable period that includes (but does not begin or end on) the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall Date will be allocated between such two taxable years or periods on a “Pre-Closing Tax Period.” In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes of the Target based upon or measured by net income or gain which relate to the Pre-Closing Tax Period will be determined based on an interim closing of the books basis” by assuming that the books as of the Acquired Companies are closed at the close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Target hold a beneficial interest will be deemed to terminate at such time). The Parties understand and agree that, in accordance with Treasury Regulation 1.1502-76(b)(1)(ii)(A)(2) the Target will become a member of Parent’s consolidated federal income tax group as of the beginning of the Closing Date; provided, howeverwith the result that any payment with respect to the Vested Options and Warrants, any payment of Selling Expenses and any payment of compensation to the Target’s employees and service providers (isuch payments, regardless of when made, the “Transaction Payments”) exemptionson the Closing Date, allowances to the extent not validly accrued prior to the Closing Date, will be treated as properly allocable to the taxable year of Parent’s consolidated federal income tax group that includes the Closing Date. The parties further understand and agree that any Tax deduction attributable to any Transaction Payment shall be taken in the Taxable period in which such Transaction Payment is made or deductions validly accrued in a manner consistent with the Target’s past Tax accounting practices, and that no party shall have any obligation to pay or otherwise compensation any other party for any benefit associated with taking such deduction. The amount of Taxes other than Taxes of the Target based upon or measured by net income or gain for a Straddle Period which relate to the Pre-Closing Tax Period will 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 portion of the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. To the extent not included or accounted for in the Closing Date Balance Sheet and as a liability in Net Working Capital, any real estate Taxes and installments of special assessments that are calculated due and payable in the year of the Closing for the Real Property will be pro rated between the Surviving Corporation and Shareholders’ Representative (on an annual basis, such as behalf of the deduction Target) on the Closing Date based upon the respective periods of ownership for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisthe year in which the Closing occurred.

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to In the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for case of any Straddle Period is due (after taking into account any valid extension)i) real, Sellers, after reasonable consultation with Purchaser, may make reasonable changes personal and revisions to intangible property Taxes ("Property Taxes") of the prePurchased Entities for the Pre-Closing portion of Tax Period shall equal the Property Taxes for such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for multiplied by a fraction, the period from numerator of which is the commencement number of days during the Straddle Period through that are in the Pre-Closing Date Tax Period and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes denominator of this Section 7.02, whenever it which is necessary to determine the responsibility for Taxes for a number of days in the Straddle Period, ; and (ii) the determination Taxes of Taxes the Purchased Entities (other than Property Taxes) for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Pre-Closing Date shall be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Tax Period shall be allocated between such two taxable years or periods computed on a “closing of the books basis” by assuming that the books method as of the Acquired Companies are closed at the close of business on the Closing Date; provided. The indemnity obligation under Section 6.02(a) in respect of Taxes for a Straddle Period shall be effected by Seller's payment to the Purchaser, howeveror at the Purchaser's direction, to any of the Purchased Entities, of the excess of (i) exemptionssuch Taxes for the Pre-Closing Tax Period, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and over (ii) periodic taxesthe amount of such Taxes paid by Seller or any of its Affiliates (other than the Purchased Entities) at any time plus the amount of such Taxes paid by the Purchased Entities on or prior to the Closing Date and plus the amount, if any, accrued for Straddle Period Taxes reflected on the Statement prepared pursuant to Section 2.05(a) of this Agreement to the extent such as real and personal property taxes, amount accrued for Straddle Period Taxes has not previously been taken into account in reducing any other indemnity payment under this Section 6.02(b). Such excess shall be apportioned ratably between paid no later than 15 Business Days prior to the date on which the Tax Return with respect to the final liability for such periods Taxes is required to be filed. If the amount of such Taxes paid by Seller or any of its Affiliates (other than the Purchased Entities) at any time plus the amount of such Taxes paid by the Purchased Entities on or prior to the Closing Date exceeds the amount payable pursuant to the preceding sentence, the Purchaser shall pay to Seller the amount of such excess within 15 Business Days after the Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 6.02(b) with respect to a daily basisStraddle Period shall be appropriately adjusted to reflect any Final Determination with respect to Straddle Period Taxes.

Straddle Periods. Purchaser Buyer shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall timely file or cause to be prepared and timely filed each at its expense all Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement Returns of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period Company that include periods ending after the Closing Date. For purposes of this Section 7.02, whenever it is necessary ; provided that if any such Tax Return relates to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period any period beginning after before the Closing Date (a “Straddle Period”), Buyer shall be determined by assuming that deliver to the Straddle Period consists of two taxable years or periods, one of which ends at the close Stockholder Representative for his review and comment a draft of the Closing Date and the other of which begins at the proposed Tax Return no later than thirty (30) days prior to Buyer’s proposed filing date for such Tax Return (such Tax Returns relating to periods beginning of the date after before the Closing Date, the “Straddle Period Returns”). In each case such Straddle Period Returns shall be in conformity with the Code and items Treasury Regulations. The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of incomethe review of such Straddle Period Returns. If the Stockholder Representative and Buyer cannot agree on the amount of Taxes owed by the Company or the treatment of an item shown on such Straddle Period Return within twenty (20) days after such return is delivered to the Stockholder Representative, gain, loss or credit, Buyer and state the Stockholder Representative shall refer the matter to the Accounting Arbitrator. Buyer and local apportionment factors for the Stockholder Representative shall equally share the fees and expenses of the Accounting Arbitrator and its determination as to the amount owing by the Company with respect to the Straddle Period Returns or the treatment of any item shown on such Straddle Period Returns 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 Companies are closed at the close of business binding on the Closing Date; providedParties for purposes of filing such Straddle Period Returns. The Company shall timely file all such Tax Returns, howeveras so modified, (i) exemptionsand shall pay, allowances or deductions that are calculated on an annual basissubject to Section 9.2(g), such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisamount of any Taxes shown due by the Company thereon to the appropriate Tax authorities.

Straddle Periods. Purchaser shall prepare each For purposes of this Agreement, the portion of Tax Return required to be filed with respect to an Acquired the income, property or operations of the Company for that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period, ”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the date immediately after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with Applicable Law and consistent with past practicethis Section 4.1. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing The portion of such Tax Return. Purchaser shall file attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or cause to be filed each use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax Return required to be filed with respect to an Acquired Company for based on or measured by income, receipts or profits earned during a Straddle Period. Sellers shall , be responsible deemed to be the amount of such Tax for the payment entire taxable period multiplied by a fraction, the numerator of Taxes owed with regard to which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (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 for Period, be deemed equal to the period from the commencement of amount which would be payable if the Straddle Period through the Closing Date ended on and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after included the Closing Date. For purposes In the case of this Section 7.02, whenever it a Tax that is necessary (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to determine the responsibility for Taxes for a Straddle such Privilege Period, the determination of Taxes for the any reference to a “Tax period,” a “tax period,” or a “taxable period” means such accounting period and not such Privilege Period. The portion of the Tax attributable to a Post-Closing Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall will be determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two taxable years or periods on calculated in a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basiscorresponding manner.

Straddle Periods. Purchaser shall prepare each Tax Return required For purposes of this Agreement, the portion of Taxes attributable to be filed with respect to an the income, property or operations of the Acquired Company Companies for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date taxable period that begins on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through before the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period ends after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for Date (a “Straddle Period, the determination of Taxes for ”) will be apportioned between the portion of the Straddle Period ending that begins on or before the Closing Date and ends on and including, includes the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning that begins the day after the Closing Date shall be determined by assuming that and ends at the end of the Straddle Period consists (the “Post-Closing Straddle Period”) in accordance with this Section 5.9(e). In the case of two taxable years or periodsany Straddle Period, one the portion of Taxes for such Straddle Period that is attributable to the Pre-Closing Straddle Period will: (i) in the case of personal property, real property, and other Taxes that are not transaction-based, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which ends at is the close number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in such entire Straddle Period and (ii) in the case of any other Taxes, be calculated as if the applicable taxable period ended on and included the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming (provided that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, basis shall be apportioned ratably between such periods on a daily basis); provided that any Taxes described in clause (i) above imposed with respect to any asset not held by any Acquired Company prior to the Closing shall be attributable solely to the Post-Closing Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner; provided that any Taxes described in clause (i) above imposed with respect to any Excluded Asset or other asset not held by any Acquired Company at the Closing shall be attributable solely to the Pre-Closing Straddle Period. Each Acquired Company that is classified as a partnership or “flow-through” entity for Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended on the Closing Date and Taxes attributable to the income and gain of each such entity through the Closing Date shall be considered to be attributable to the Pre-Closing Straddle Period.

Straddle Periods. Purchaser shall prepare each For purposes of this Agreement, Taxes for a Tax Return required to be filed with respect to an Acquired Company for any period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior ”) shall be apportioned to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through that ends on the Closing Date (the “Pre-Closing Tax Period”) and the portion that ends after the Closing Date (the “Post-Closing Tax Period”) using the following conventions: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount apportioned to a Pre-Closing Tax Period shall be 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 Closing Date and Purchaser the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be responsible for apportioned to the Post-Closing Tax Period; and (B) in the case of all other Taxes owed (including income Taxes, employment Taxes, and sales and use Taxes) the amount apportioned to the Pre-Closing Tax Period shall be determined as if the Company had filed a separate Return with regard respect to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of such Taxes for the portion of the Straddle Period ending on and includingthe end of the day on the Closing Date using a closing of the books methodology, and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period. For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the Straddle Period beginning after as compared to the Closing Date shall be determined by assuming that number of days in the entire Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other balance of which begins at the beginning of the date after the Closing Date, and such items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basis.to the Post-Closing Tax Period. 45

Straddle Periods. All real property Taxes, personal property Taxes and similar ad valorem obligations levied on a Seller with respect to the Business or the Purchased Assets for a Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a taxing authority, a landlord or other third party, shall be apportioned between Section 9.2 and Section 9.3 as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax period ending on the Closing Date and the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Purchaser shall prepare each be responsible for filing all Tax Return Returns relating to such Taxes with respect to the Business and the Purchased Assets required to be filed with respect after the Closing Date. For any such Tax Return relating to an Acquired Company a Tax period that begins on or prior to, and ends after, the Closing Date, Purchaser shall provide such Tax Return to the Sellers at least thirty (30) days prior to the date on which such Tax Return is required to be filed (but in no event earlier than thirty (30) days after the Closing Date), for Sellers’ review and comment. Sellers shall have ten (10) days to review and comment on any Straddle Periodsuch Tax Return, which comments Purchaser shall take into consideration in accordance with Applicable Law its sole discretion. Purchaser shall also be responsible for filing all Tax Returns relating to sales, withholding and consistent with past practiceGST for the Business for periods beginning on or prior to but ending after the Closing Date. At Purchaser shall provide such Tax Returns to the Sellers at least 20 ten (10) business days prior to the date on which any such Tax Return is required to be filed, for a Straddle Period is due Sellers’ review and comment. Sellers shall have five (after taking into account any valid extension), Purchaser shall deliver such Tax Return 5) business days to Sellers. No later than five days prior to the date review and comment on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension)Return, Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. which comments Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basistake into consideration in its sole discretion.

Straddle Periods. Purchaser (at its cost and expense) shall prepare each Tax Return required and file, or cause to be filed prepared and filed, when due any Tax Returns of 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 the Company with respect to an Acquired Company for any Straddle Periodall such Tax Returns, except to the extent otherwise required by applicable Law (unless such change is required as a result of Purchaser’s actions or elections). Purchaser shall permit Sellers to review and comment on each material Tax Return described in accordance with Applicable Law and consistent with past practicethe preceding sentence prior to filing. At Sellers shall deliver to Purchaser, at least 20 three (3) business days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension)Taxes are required to be paid, Purchaser shall deliver such Tax Return to Sellers. No later than five days prior that portion of the Taxes which relates to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the taxable period from the commencement of the Straddle Period through Company ending on the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a (the “Pre-Closing Straddle Period after Taxes”) less the Closing Dateamount of Taxes relating to such Tax Returns that were included in Current Liabilities. For purposes of this Section 7.0212.2, whenever it is necessary to determine in the responsibility for case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the determination of Taxes for the portion of the Straddle Period ending on and including, and such Tax which relates to the portion of the Straddle Period beginning after 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 determined deemed to be the amount of such Tax for the entire taxable period multiplied by assuming that a fraction the Straddle Period consists of two taxable years or periods, one numerator of which ends at is the close number of days in the taxable period ending on the Closing Date and the other denominator of which begins at is the beginning number of days in the date after the Closing Dateentire taxable period, and items (ii) in the case of any Tax based upon or related to sales, income, gainpayroll, loss payments or credit, and state and local apportionment factors for receipts be deemed equal to the Straddle Period shall amount which would be allocated between such two payable if the relevant taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business period ended on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, Taxes shall be apportioned ratably between such periods on a daily basispursuant to Section 4.5.

Straddle Periods. Purchaser shall prepare each In the case of any Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to period that includes (but does not end on) the date on which Closing Date (any such Tax Return for period hereinafter is referred to as a “Straddle Period is due (after taking into account any valid extensionPeriod”), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date amount of any Taxes based on which or measured by income or receipts of the Company or any such Tax Return of the Acquired Companies for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the prePre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that based on an interim closing of the Straddle Period consists books of two taxable years or periods, one of which ends at the close such Acquired Company as of the Closing Date and the amount of other Taxes of the Acquired Companies for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be an amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which begins at is the number of days from the beginning of the date after Straddle Period through and including the Closing Date and the denominator of which is the number of days in such Straddle Period. For purposes of this Agreement, any Tax allocated to the Pre-Closing Tax Period under this Section 6.4(a) 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 responsibility of the Company. For purposes of this Agreement, a portion of each property Tax or similar Tax with respect to the Transferred Assets that is attributable to any Straddle Period shall be 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 such taxable period falling before and including the Closing Date, and items the denominator of income, gain, loss or credit, and state and local apportionment factors for which is the Straddle Period total number of days in such taxable period. The remainder of any such Tax shall be allocated between such two taxable years or periods on a “closing the responsibility of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisPurchaser.

Straddle Periods. Purchaser shall prepare each For purposes of this Agreement, if the Closing occurs, any Tax Return required of Holdings or the Company Group that is attributable to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date Tax period that begins on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through before the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period ends after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for Date (a “Straddle Period, the determination of Taxes for ”) will be apportioned between the portion of the Straddle Period ending on that extends before the Closing Date through and including, including the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning that extends from the date immediately after the Closing Date shall be determined by assuming that to the end of the Straddle Period consists (the “Post-Closing Straddle Period”) in accordance with this Section 5.4. The portion of two taxable years such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any sales or periodsuse taxes, one of value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which ends at would be payable if the close of the Closing Date Straddle Period ended on and the other of which begins at the beginning of the date after included the Closing Date, and items (b) in the case of incomeany other Taxes, gainbe deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, loss the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing, any item determined on an annual or credit, and state and local apportionment factors periodic basis for income Tax purposes shall be allocated to the Pre-Closing Straddle Period based on the relative number of days in such portion of the Straddle Period shall be allocated between such two taxable years or periods on a “closing as compared to the number of days in the books basis” by assuming that entire Straddle Period. For the books avoidance of the Acquired Companies are closed at the close of business on the Closing Date; provided, howeverdoubt, (i) exemptionsany compensation expense deduction that is a Transaction Expense and results from, allowances or deductions is attributable to, the Contemplated Transactions shall be deemed to occur on the Closing Date such that are calculated on an annual basissuch compensation expense deduction shall be utilized in the computation of Taxes in respect of the Pre-Closing Tax Period (or otherwise shall inure to the benefit of the Members), such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, all Transaction Expense deductions shall be apportioned ratably between such periods on a daily basistaken into account in the Pre-Closing Tax Period to the extent permitted by Applicable Law and applying the seventy percent (70%) safe-harbor election under Revenue Procedure 2011-29 to any “success based fees.”

Straddle Periods. Purchaser Buyer shall prepare each all Tax Return required to be filed Returns with respect to an Acquired Company the Business and the Purchased Assets for any taxable period that includes but does not end on the Closing Date (a “Straddle Period, in accordance with Applicable Law and consistent with past practice”). At Buyer shall provide a draft of any such Tax Return to Seller at least 20 thirty (30) days prior to the due date on which thereof for Seller’s review, and shall incorporate any such Tax Return reasonable comments provided thereto by Seller. Liability for a all real property Taxes, personal property Taxes and other ad valorem Taxes levied with respect to the Business or the Purchased Assets in any Straddle Period shall be apportioned between Seller and Buyer based on the number of days in such Straddle Period prior to and including the Closing Date (for which Seller shall be liable) and the number of days in such Straddle Period after the Closing Date (for which Buyer shall be liable). Each party shall pay to the other any Taxes for which it is due liable hereunder that are payable by such other party to an applicable Governmental Authority at least ten (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five 10) days prior to the due date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension)thereof. For the avoidance of doubt, Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions the foregoing portion of this Section 6.05 does not apply to the pre-Closing portion income Tax Returns of such Tax Returnthe Seller or the Buyer. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers Each of the Seller and the Buyer shall be responsible for the payment preparation of Taxes owed with regard its own income Tax Returns and neither party shall have the right or obligation to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the 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 consists of two taxable years or periods, one of which ends at the close of the Closing Date and review the other of which begins at the beginning of the date after the Closing Dateparty’s income Tax Returns. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, and items of incomeAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisUNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Straddle Periods. Purchaser shall prepare each Tax Return required With respect to be filed Taxes for which a Core Subsidiary is liable (“Entity Level Tax”), if the Transfer does not end the taxable period with respect to an Acquired Company for any that Entity Level Tax, then that taxable period shall constitute a “Straddle Period.” With respect to each Straddle Period, each Purchaser will prepare all returns relating to Entity Level Tax for the Straddle Period in accordance with Applicable Law and a manner consistent with past practicepractices of the Core Subsidiary and will submit a copy of the returns to Seller no later than thirty (30) calendar days prior to filing for Seller’s approval, which approval will not be unreasonably withheld, together with a proposed allocation of any Entity Level Taxes between the applicable Purchaser and Seller, computed assuming that the Straddle Period consisted of two separate taxable periods, the first such period ending on the Closing Date, which period shall be the responsibility of Seller, and the second such period commencing immediately after the Closing Date and ending with the end of the taxable year of such Core Subsidiary, which period shall be the responsibility of the applicable Purchaser. At If Seller has no objections to such returns or the resulting allocation of responsibility for Entity Level Taxes, or if Purchaser agrees to the changes proposed by Seller, such returns and the resulting allocation of responsibility for Entity Level Taxes (as so modified) shall be binding upon Seller. If Purchaser and Seller cannot resolve any disagreements with respect to the proposed returns and the resulting allocation of responsibility for Entity Level Taxes within fifteen (15) calendar days after Seller delivers to Purchaser any objections thereto, Purchaser and Seller jointly shall select an independent tax expert to resolve such differences, with the fees and costs of such tax expert to be shared equally between Purchaser and Seller, and with the decision of such tax expert as to any matters in dispute between Purchaser and Seller to be binding and conclusive on both Purchaser and Seller. Seller will pay to Purchaser at least 20 days five (5) Business Days prior to the date on which Entity Level Taxes are paid with respect to such periods (or if later, upon a resolution by the independent tax expert of any such Tax Return for a Straddle Period is due (after taking into account any valid extension), disagreement between Seller and Purchaser shall deliver such Tax Return to Sellers. No later than five days prior with respect thereto) an amount equal to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return the Entity Level Taxes required to be filed with respect paid by Seller pursuant to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard this Agreement which properly relate to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on the Closing Date (as agreed to between Seller and includingPurchaser as set forth above, and or in the absence of such agreement, as determined by the independent tax expert as set forth above). Any refunds of Taxes received that properly relate to the portion of the Straddle Period beginning after the Closing Date for which Seller is responsible for Taxes as provided in this Section 5.11(b) will be promptly paid to Seller, provided that no amounts shall be determined by assuming that paid to Seller with respect to such portion of the Straddle Period consists if such amounts have been taken into account in calculating the amount of two taxable years Closing Net Assets or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors 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 Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and (ii) periodic taxes, such as real and personal property taxes, shall be apportioned ratably between such periods on a daily basisany Price Adjustment made pursuant to this Agreement.