Common use of Straddle Periods Clause in Contracts

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for 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, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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. For purposes of this Agreement, whenever it is necessary to determine the liability for All property and ad valorem Taxes of and assessments on the Acquired Companies Assets for any taxable period that begins on or before Closing, but ends after the Closing date (a “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, the Closing Date ”) shall be determined by assuming that the Straddle Period consisted prorated between Buyer and Seller, as of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and date based on the other which began at the beginning of the day following the Closing Datebest information then available, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, with (a) exemptions, allowances Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to or deductions that are calculated on an annual basis, such as the deduction for depreciationClosing date, and (b) periodic Buyer being liable for such Taxes (which, for attributable to any portion of a Straddle Period that occurs post-Closing. Information available after the avoidance Closing date that alters the amount of doubt, excludes income, franchise/capital, sales, use, property Taxes due with respect to the Straddle Period will be taken into account and withholding Taxes) any change in the amount of such as real and personal property Taxes, Taxes shall be apportioned ratably prorated between such periods 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 on upon the number of days for in the Straddle Period on or prior to the Closing date and items related to the portion of the a Straddle Period ending on and including the beginning post-Closing Date, on the one hand, and shall be allocated to Buyer based upon the number of days for the portion of in the Straddle Period beginning after the Closing Datedate. The amount of all such prorations shall, if able to be calculated on or prior to the other hand. Sellers will Closing date, be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period ended paid on the Closing Datedate or, and Buyer will if not able to be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period beginning calculated on the day following or prior to the Closing Datedate, be calculated and paid as soon as practicable thereafter.

Straddle Periods. For Buyer shall prepare and file, or cause to be 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 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 to execute and timely file each such Tax Return and shall cause the Company to remit any Taxes payable with respect to such Tax Returns; provided, however, that Buyer shall be indemnified by Sellers at least two days prior to the date on which such Taxes are due 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, whenever it is necessary in the case of any Taxes that are imposed with respect to determine the liability for Taxes of the Acquired Companies for any Straddle Period, the determination portion of the Taxes for such Tax which relates to the portion of the such Straddle Period ending on (and including) the Closing Date shall (x) in the case of any real or personal property Taxes or other similar Taxes imposed on a periodic basis, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the portion denominator of which is the number of days in the entire Straddle Period beginning afterand (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. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be determined by assuming that taken into account as though the Straddle Period consisted of two (2) relevant taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. Sellers will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period period ended on the Closing Date, and Buyer will . All determinations necessary to give effect to the foregoing allocations shall be liable for all Taxes made in a manner consistent with prior practice of the Acquired Companies for the portion of the Straddle Period beginning on the day following the Closing DateCompany.

Straddle Periods. For purposes of this Agreement, whenever it is necessary Purchaser shall prepare each Tax Return required to determine the liability for Taxes of the be filed with respect to an Acquired Companies 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 Seller. 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), Seller, 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. Pursuant to Article 10, but without limiting any of Purchaser’s rights under Article 10, Purchaser may recover from the Indemnity Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to the extent not accounted for in the determination of the Taxes for Aggregate Consideration pursuant to this Agreement or covered by any Straddle Period UK Corporation Tax Payments (as defined below). For purposes of this Section 7.02 and Section 10.02(e), 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 be determined by assuming that deemed equal to the Straddle Period consisted amount of two (2) taxable years or periods, one Tax which ended at would be payable if the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. Sellers will be liable for all Taxes of the Acquired Companies for the portion of the relevant Straddle Period ended on the Closing Date. For the avoidance of doubt, for purposes of this Section 7.02 and Buyer will 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 liable for all 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 referable in whole or part to a Straddle Period 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 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 of the Acquired Companies for allocable to the Pre-Closing Tax Period or the pre-Closing portion of the Straddle Period beginning 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 its Affiliates of obtaining and receiving such refund, to Seller, except to the extent such refund was accounted for in the determination of the Aggregate Consideration. For the avoidance of doubt in calculating the Straddle Period Pre-Closing UK Corporation Tax Amount any group relief that would be available to the Acquired Companies in respect of the Straddle Period shall be taken so long as Purchaser determines that such group relief would not have any adverse effect on the day following the Closing DatePurchaser or its Affiliates.

Straddle Periods. For purposes of this Agreement, whenever it is necessary Taxes for a Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall be apportioned to determine the liability for Taxes portion of the Acquired Companies for any Straddle Period 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 determination 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 the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period; and (B) in the case of all other Taxes (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 respect to 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, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on compared to the number of days for in the portion of the entire Straddle Period ending on and including the Closing Date, on the one hand, and the number balance of days for such items shall be apportioned to the portion of the Straddle Period beginning after the Post-Closing Date, on the other handTax Period. 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.45

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for any Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending a taxable period that begins on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on before the Closing Date and ends after Closing Date (a “Straddle Period”), Buyer shall prepare or cause to be prepared, at Buyer’s expense, and timely file all Tax Returns for the other Company which began at are required to be filed after the beginning Closing Date with respect to such Straddle Periods (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 day following Company, but in all cases shall be in conformity with the Closing DateCode, the United States Treasury Regulations and other primary authority, and items in accordance with 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 comment at least thirty (30) days prior to the date on which such Straddle Return is required to be filed (taking into account extensions) or, in the case of incomea Straddle Return due within thirty days after the end of the taxable period to which that return relates, gainas soon as practical. If the Seller disputes any item on any such Straddle Return, deductionit shall, loss within ten (10) days of receiving such Straddle Return, notify the Buyer of such disputed item (or credit items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle PeriodReturn is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be allocated between such two taxable years or periods on a “closing resolved by the Independent Auditor. The fees and expenses of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, Independent Auditor attributable to such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, dispute shall be apportioned ratably between such periods based on borne equally by the number of Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days for prior to the portion filing date of the Straddle Period ending on and including the Closing DateReturn at issue (taking into account applicable extensions), on the one handthen such Straddle Return shall be filed as prepared by Buyer, and the number of days for the portion subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the Straddle Period beginning disputed items. Buyer shall provide a copy of such Tax Returns to Seller promptly after the Closing Date, on the other hand. Sellers will be liable for all Taxes filing 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 Datesuch Tax Returns.

Straddle Periods. For purposes of this Agreement, whenever it if the Closing occurs, any Tax of Holdings or the Company that is necessary attributable to determine any Tax period that begins on or before the liability for Taxes Cutoff Date and ends after the Cutoff Date (a “Straddle Period”) will be apportioned between the portion of the Acquired Companies for 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 this Section 5.1. The portion of such Tax attributable to the Pre-Cutoff Straddle Period will (a) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the determination 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. 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 allocated to the Pre-Cutoff Straddle Period based on the relative number of days in such portion of the Taxes for Straddle Period 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 shall be allocated to 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 consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Cutoff Date, regardless of whether accrued before or after the Cutoff Date; and items (D) any Tax or item of income, gain, deduction, loss or credit for deduction from activities outside the Straddle Period, 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Pre-Cutoff 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 DatePeriod.

Straddle Periods. For purposes of this Agreement, whenever it is necessary Buyer shall prepare all Tax Returns with respect to determine the liability for Taxes of Business and the Acquired Companies Purchased Assets for 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, the Closing Date shall be determined by assuming taxable period that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business includes but does not end on the Closing Date and (a “Straddle Period”). Buyer shall provide a draft of any such Tax Return to Seller at least thirty (30) days prior to the other which began at the beginning of the day following the Closing Datedue date thereof for Seller’s review, and items of income, gain, deduction, loss or credit shall incorporate any reasonable comments provided thereto by Seller. Liability 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as all real and personal 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 ratably between such periods Seller and Buyer based on the number of days for the portion of the in such Straddle Period ending on prior to and including the Closing Date, on the one hand, Date (for which Seller shall be liable) and the number of days for the portion of the in such Straddle Period beginning after the Closing Date, on Date (for which Buyer shall be liable). Each party shall pay to the other handany Taxes for which it is liable hereunder that are payable by such other party to an applicable Governmental Authority at least ten (10) days prior to the due date thereof. Sellers will be liable for all Taxes For the avoidance of doubt, the foregoing portion of this Section 6.05 does not apply to the income Tax Returns of the Acquired Companies Seller or the Buyer. Each of the Seller and the Buyer shall be responsible for the portion preparation of its own income Tax Returns and neither party shall have the Straddle Period ended on right or obligation to review the Closing Dateother party’s income Tax Returns. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, 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 DateAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Straddle Periods. For purposes (i) All real property Taxes, personal property Taxes and other similar Taxes imposed on a periodic basis by reference to the value or level of this Agreement, whenever it is necessary an item levied with respect to determine the liability Purchased Assets (“Property Taxes”) for Taxes of the Acquired Companies for any Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending a taxable period that begins on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on before the Closing Date and the other which began at the beginning of the day following ends after the Closing Date, and items of income, gain, deduction, loss or credit for the Date (a “Straddle Period, ”) shall be allocated apportioned between such two taxable years or periods on a “closing of the books basis” by assuming that Pre-Closing Tax Period and the books of the Acquired Companies were closed at the close Post-Closing Tax Period as of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods Date based on the number of days for of such taxable period included in the portion of the Straddle Pre-Closing Tax Period ending on and including the Closing Date, on the one hand, and the number of days of such taxable period included in the Post-Closing Tax Period. All Taxes for a Straddle Period (other than Property Taxes) shall be apportioned between the portion Pre-Closing Tax Period and the Post-Closing Tax Period as if such taxable period ended as of the end of the Closing Date. At the Closing, Purchaser shall reimburse Seller for any Property Tax properly allocable to the Post-Closing Tax Period and previously paid by Seller if Seller provides documentary evidence of such Property Tax payment, to the reasonable satisfaction of Purchaser, at least five (5) Business Days prior to Closing. (ii) Purchaser shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) all Tax Returns related to the Purchased Assets, the Assumed Liabilities or the Business for any Straddle Period beginning that are required to be filed after the Closing Date (“Straddle Period Tax Returns”) and shall timely pay (or cause to be timely paid) to the applicable Taxing Authority any and all Taxes shown as due on such Straddle Period Tax Returns, provided, that such Straddle Period Tax Returns shall be prepared in accordance with the past practice of Seller. Purchaser shall deliver to Seller for its review and comment a copy of such Straddle Period Tax Returns, and any accompanying calculation of Taxes allocable to the Pre-Closing Tax Period, at least thirty (30) days prior to the due date thereof (taking into account any extensions). Purchaser shall revise such Straddle Period Tax Returns to reflect any reasonable comments received from Seller not later than fifteen (15) days before the due date thereof (taking into account any extensions), or in the case of Straddle Period Tax Returns required to be filed within fifteen (15) days after the Closing Date, on the other handas soon as reasonably practicable. Sellers will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period ended on the Closing Date, Purchaser 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 DateSeller shall cooperate in good faith to resolve any disagreements that arise from Seller’s review.

Straddle Periods. For purposes of this AgreementWith respect to Taxes for which a Core Subsidiary is liable (“Entity Level Tax”), whenever it is necessary if the Transfer does not end the taxable period with respect to determine the liability for Taxes of the Acquired Companies 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 determination Straddle Period in a manner consistent with past practices 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. 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 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 disagreement between Seller and Purchaser with respect thereto) an amount equal to the portion of the Entity Level Taxes required to be paid by Seller pursuant to this Agreement which properly relate to 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 afterfor which Seller is responsible for Taxes as provided in this Section 5.11(b) will be promptly paid to Seller, the Closing Date provided that no amounts shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, shall be allocated between paid to Seller with respect to such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including if such amounts have been taken into account in calculating the amount of 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 DateNet Assets or any Price Adjustment made pursuant to this Agreement.

Straddle Periods. For purposes of this Agreement, whenever Whenever it is necessary to determine the liability for Taxes for a Straddle Period relating to: (a) Periodic Taxes of the Acquired Companies for any Straddle PeriodCompany Group, the determination of the Taxes of the Company Group for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be determined calculated by allocating to the periods before and after the Closing Date pro rata, based on the number of days of the Straddle Period in the period before and ending on the Closing Date, on the one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (b) Taxes of the Company Group not described in Section 7.2(a) (such as (A) Taxes based on the income or receipts of the Owners for a Straddle Period, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Transfer Taxes described in Section 7.5, and (C) withholding and employment Taxes relating to a Straddle Period), the determination of the Taxes of the Owners for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, Date and items of income, gain, deduction, loss or credit of the Company Group 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 Company Group were closed at the close of the Closing Date; providedDate (and for such purpose, howeverthe taxable period of any partnership or other pass-through entity in which the Company Group holds a beneficial interest shall be deemed to terminate at such time). 1 Note to Draft: In connection with providing reviewed financial statements and an attestation, (a) exemptionsthe Owners need to have the Company’s accountants prepare the 2021 income tax returns and the final short-year 2022 income tax returns. If the Company’s accountants do not prepare these tax returns, allowances or deductions that are calculated on an annual basis, such as they cannot provide the deduction for depreciation, and (b) periodic Taxes (which, attestation for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 Datefinancial statements.

Straddle Periods. For purposes of this Agreement, whenever it Any Taxes (other than federal and state income Taxes in the event that a short period Tax Return is necessary filed with respect to determine such Taxes) with respect to the liability for Taxes of Company that relate to a Tax period which begins on or before the Acquired Companies for any Straddle Period, Closing Date and ends after the determination of Closing Date (a "STRADDLE PERIOD") shall be apportioned between the Taxes for the portion of the Straddle Pre-Closing Partial Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 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 "INTERIM CLOSING OF THE BOOKS" method. The Purchaser shall cause the Company to file any Tax Returns for any Straddle Period, 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 copies of any such completed Tax Return at least thirty (30) business days prior to the due date for filing of such Tax Return and the Seller shall have the right to review such Tax Return prior to the 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 pay the Purchaser all such Taxes apportioned to the Pre-Closing Partial Period (to the extent not paid by the Company prior to the Closing Date or reflected in the Post-Closing adjustment under SECTIONS 2.3 and 2.4) due pursuant to the filing of any such Tax Returns under the provisions of this SECTION 9.7(b) within fifteen (15) business days of receipt of notice of such filing by the Purchaser, which notice shall set forth in reasonable detail the calculations regarding the Seller's share of such Taxes.

Straddle Periods. For purposes of this Agreement, whenever it is necessary Parent shall prepare or cause to determine the liability for Taxes be prepared and file or cause to be filed any Tax Returns of the Acquired Companies for all Straddle Periods. Parent shall provide a draft of any Straddle Periodsuch Tax Returns (which draft may be a pro forma Tax Return or a redacted draft showing only information relating to the Pre-Closing Tax Period and the Acquired Companies) that shows a cash Tax liability for which the Indemnitees may claim a right to indemnification under this Agreement in excess of $500,000 to the Securityholder Representative for review no less than thirty (30) days prior to the due date for timely filing of such Tax Returns, or if the determination due date is within thirty (30) days of the Taxes for Closing 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 7.02 and Section 10.02(i), 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 consisted taxable period of two (2) taxable years or periods, one which each Acquired Company ended at the close as of business on the Closing Date (such that all Tax Liabilities determined under Sections 951 and the other which began at the beginning 951A of the day following 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, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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. For purposes of this Agreement, whenever it is necessary to determine the liability Income Taxes shown on a Tax Return for Taxes of the Acquired Companies for any Straddle Period, the determination of the Taxes for the portion of the a Straddle Period ending on prepared consistent with past tax practice and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, accounting methods shall be allocated between the Pre- and Post-Closing Straddle Periods on the basis of the actual Taxable income for each such two taxable years or periods on a “Period, determined by (i) an interim closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, Date (a) exemptions, allowances or deductions that are calculated on an annual basis, such other allocation method as the deduction for depreciationParties may agree to in writing), and (bii) periodic Taxes (whichas to each Straddle Period, treating each member of the combined group that is includable in a Combined Income Tax Return for the avoidance of doubt, excludes income, franchise/capital, sales, useentire Straddle Period as included in such Combined Income Tax Return, and withholding Taxesby treating any member of 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 (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 the Companies prior to the Closing Date; 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 as Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (i) in the case of real and personal property Taxes, shall be apportioned ratably between such periods based on a per diem basis and (ii) in the number case of days for the portion of the Straddle Period ending on and including the Closing Dateall other Taxes, on the one hand, and the number of days for the portion 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 beginning upon which such payment is based or (ii) ten days after receipt by the Closing Date, on the other hand. Sellers will be liable for all Taxes Seller 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 Dateexecuted Tax Return upon which such payment is based.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine in the liability for case of any period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of any Taxes of the Acquired Companies Company or its Subsidiaries not based upon or measured by income or gain, proceeds, receipts, activities, expenses (e.g., payroll Taxes) or transactions for any 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 taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. The amount of any other Taxes for a Straddle Period 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 (and for such purposes, the determination taxable period of any partnership 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), provided, however, that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall 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 Taxes Company’s foreign Subsidiaries for the Pre-Closing Tax Period included in the last Straddle Period beginning prior to the Closing Date shall be included in the portion of the Straddle Period ending on and includingthe Closing Date, even if such income is includable after the Closing Date. Notwithstanding anything else in this Section 10, the Purchaser and the 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 of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2thereof) taxable years or periods, one which ended at the close of business ending on the Closing Date and the other which began at the beginning provisions of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, this Agreement shall be allocated between such two taxable years or periods on interpreted and applied in a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for manner consistent therewith. For the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including any Tax refund with respect to a taxable period beginning after the Closing Date, on the one hand, and the number of days for or the portion of the Straddle Period beginning after the Closing Date, on shall be for the other hand. Sellers will be liable for all Taxes benefit of the Acquired Companies for Buyer, even if attributable to a loss or other tax attribute arising in a Pre-Closing Tax Period, or the portion of the a Straddle Period ended ending 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. For 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 Returns required to be filed by any of the Companies or LUHI with respect to a Straddle Period (collectively, the “Straddle Period Returns”), for purposes of this Agreement, whenever it is necessary to determine determining the liability amount of Taxes that are payable for Taxes of the Acquired Companies for any a Straddle Period, the determination portion of such Taxes which relate to the Taxes for the pre-Closing 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 shall: (i) in the Straddle Period consisted case of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxesad valorem taxes, shall be apportioned ratably between such periods sales taxes, employment taxes and other similar Taxes that in each case, are not measured by or based on income, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by the fraction the numerator of which is the number of days for the portion of in the Straddle Period ending on and including the Closing Date (at the end of such Closing Date, on the one hand), and the denominator of which is the number of days for in the portion entire Straddle Period; and (ii) in the case of all other Taxes, be deemed equal to the Straddle Period beginning after amount of Taxes which would be payable if the Closing Date, on the other hand. Sellers will be liable for all Taxes of the Acquired Companies for the portion of 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 due and payable 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), and Buyer will be liable for all Taxes except to the extent the amount of the Acquired Companies specific Taxes for the portion of the a Straddle Period beginning were included as a current liability in determining the Final Net Working Capital as reflected on the day following the Final Closing DateStatement.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for 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, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and All personal property Taxes, real property Taxes and similar ad valorem obligations levied with respect to Purchased Assets for a Straddle Period (such Taxes, “Straddle Period Taxes”) shall be apportioned ratably between such periods 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. The Seller shall be liable for the portion amount of the Straddle Period ending on Taxes that is apportioned to the Pre-Closing Tax Period, and including the Purchaser shall be liable for the amount of Straddle Period Taxes that is apportioned to the Post-Closing Tax Period. (i) Within sixty (60) days of the Closing Date, the Seller, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing DatePurchaser, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled, together with such supporting evidence as is reasonably necessary to calculate the proration amount of such Straddle Period Taxes. Sellers will The proration amount shall be liable paid by the party owing it to the other party within ten (10) days after delivery of such statement. (ii) The party required under applicable Law for the filing of a Return with respect to any Straddle Period Taxes that are due or otherwise required to be filed after the Closing Date shall prepare, or cause to be prepared in a timely manner all Taxes such Returns (“Straddle Period Returns”). The filing party shall provide the non-filing party with a copy of any such Straddle Period Return at least fourteen (14) days prior to the due date for filing of such Straddle Period Return (taking into account permitted extensions that have been granted) for its review and shall incorporate any reasonable comments of the Acquired Companies for non-filing party in advance of filing. The amount of any Straddle Period Taxes to be borne by the portion non-filing party (to the extent not taken into account in the calculation of the proration amounts described in Section 5(d)(ii)) shall be paid by the non-filing party to the filing party within ten (10) days after payment of such Straddle Period ended on the Closing Date, Taxes. (iii) Any payment required under this Section 5(d) and Buyer will be liable for all Taxes not made within ten (10) days after delivery of the Acquired Companies for statement shall bear interest at the portion rate per annum described, from time to time, under the provisions of Section 6621(a)(2) of the Straddle Period beginning on the Code for each day following the Closing Dateuntil paid.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for any Straddle Period, the determination of the Taxes for the portion of the Straddle Period ending a taxable period that begins on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on before the Closing Date and ends after Closing Date (a “Straddle Period”), Buyer shall prepare or cause to be prepared, at Buyer’s expense, and timely file all Tax Returns for the other Company which began at are required to be filed after the beginning Closing Date with respect to such Straddle Periods (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 day following Company, but in all cases shall be in conformity with the Closing DateCode, the United States Treasury Regulations and other primary authority, and items in accordance with 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 comment at least thirty (30) days prior to the date on which such Straddle Return is required to be filed (taking into account extensions) or, in the case of incomea Straddle Return due within thirty days after the end of the taxable period to which that return relates, gainas soon as practical. If the Seller disputes any item on any such Straddle Return, deductionit shall, loss within ten (10) days of receiving such Straddle Return, notify the Buyer of such disputed item (or credit items) and the basis for its objection. Seller and Xxxxx shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle PeriodReturn is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be allocated between such two taxable years or periods on a “closing resolved by the Independent Auditor. The fees and expenses of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, Independent Auditor attributable to such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, dispute shall be apportioned ratably between such periods based on borne equally by the number of Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days for prior to the portion filing date of the Straddle Period ending on and including the Closing DateReturn at issue (taking into account applicable extensions), on the one handthen such Straddle Return shall be filed as prepared by Buyer, and the number of days for the portion subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the Straddle Period beginning disputed items. Buyer shall provide a copy of such Tax Returns to Seller promptly after the Closing Date, on the other hand. Sellers will be liable for all Taxes filing 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 Datesuch Tax Returns.

Straddle Periods. For 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”), whenever it is necessary Crown shall pay or cause to determine be paid and shall indemnify and hold Constar and the liability for Taxes members of the Acquired Companies for any Straddle Period, Constar Group harmless against the determination Tax Liabilities attributable to the affected member or members of the Taxes 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 the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period ending on Returns.” The determination of Tax Liabilities up to and including, and following the portion of the Straddle Period beginning after, the Closing Effective Date shall be determined by assuming that based upon an interim closing of the Straddle Period consisted books of two (2) taxable years the affected member or periods, one which ended at members of the close Constar Group as of business on the Closing Date and the other which began at the beginning opening of the day following the Closing Date, Effective Date and items shall otherwise follow the principles of income, gain, deduction, loss or credit for Section 3.3. Crown shall determine the Straddle Period, shall be allocated between such two taxable years or periods on amounts owed by Constar under this Section 3.2 and provide to Constar a “closing statement showing the amount owed by Constar within 20 days of the books basis” by assuming that the books due date of the Acquired Companies were closed at the close of the Closing Date; provided, however, any Straddle Period Return (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, determined without regard to applicable extensions). Constar shall be apportioned ratably between such periods based on the number of days for the pay to Crown its portion of the Taxes determined under this Section 3.2 for Straddle Period ending on and including Returns to Crown no less than 10 days prior to the Closing Date, on the one hand, and the number due date of days for the portion of the any Straddle Period beginning Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar 30 days after the Closing Date, filing of any Combined State Tax Return. Constar shall pay to Crown any amount owed under this Section 3.3 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the other hand. Sellers will be liable for all Taxes of time specified in 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 Datetwo preceding sentences.

Straddle Periods. For purposes In the case of this Agreement, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for any Straddle Period, for the determination purposes of the Taxes for indemnification obligations of Sellers pursuant to Section 8.03 and the refund obligations of Buyer pursuant to Section 8.05: (a) the portion of Income Taxes (or any Income Tax refund or amount credited against any Income Tax) that is allocable to the portion of such Straddle Period ending at the close of business on the Closing Date will be determined as though the taxable year terminated at the close of business on the Closing Date; (b) any Income Tax Return filed under the Tax Act with respect to such Straddle Period shall include, to the extent reasonably allowable under the Tax Act, deductions for (i) the payment of any Transaction Expenses by any Company during the Straddle Period ending on covered by such Income Tax Return and including(ii) any breakage costs, acceleration of unamortized loan fees, underwriting fees and similar expenses resulting from the repayment of any Closing Date Debt during the Straddle Period covered by such Income Tax Return (collectively, the “Australian Income Tax Deductions”); (c) all Australian Income Tax Deductions for such Straddle Period shall be reflected in the portion of such Straddle Period ending at the close of business on the Closing Date to the extent permitted to be reported in a Pre-Closing Tax Period at a “more likely than not” or higher level of comfort; (d) all Australian Income Tax Deductions for such Straddle Period that cannot be reflected in the portion of such Straddle Period ending at the close of business on the Closing Date pursuant to Section 8.02(c) (the “Australian Post-Closing Transaction Tax Deductions”) shall be reflected in the portion of such Straddle Period beginning after, after the Closing Date Date; and (e) property and ad valorem Taxes for such Straddle Period shall be determined by assuming that allocated between the portion of such Straddle Period consisted of two (2) taxable years or periods, one which ended ending at the close of business on the Closing Date and the other which began at the portion of such Straddle Period beginning of the day following after the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods Date based on the number of days for the in each such 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 DatePeriod.

Straddle Periods. For purposes PGG shall provide CMH with copies of this Agreementeach Straddle ---------------- Period Tax Return at least 30 days before its due date (giving effect to any extensions thereto), whenever it is necessary accompanied by a statement calculating in reasonable detail the C/M Parties' indemnification obligation pursuant to determine Section 11.7 (the liability for Taxes of "Tax Indemnification Statement"). CMH shall have the Acquired Companies for any right to review each such Straddle Period, Period Tax Return and the determination of related Tax Indemnification Statement before the Taxes for the portion filing of the Straddle Period ending 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 includingPGG 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 the related Straddle Period Tax Return. 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 portion dispute shall 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 beginning afterTax Return in question, PGG shall file, or shall cause to be filed by the Closing Date shall be determined by assuming that the Acquired Subsidiaries, such Straddle Period consisted Tax Return without such determination having been made. Upon delivery to CMH and PGG by the Independent Auditor of two (2) taxable years or periodsits determination, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, CMH shall be allocated between pay to PGG any Taxes with respect to such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including Tax Return which the Closing Date, on Independent Auditor determined to be 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 Dateproper amount chargeable to CMH pursuant to this Section 11.

Straddle Periods. For purposes of this Agreement, whenever it if the Closing occurs, any Tax of Holdings or the Company Group that is necessary attributable to determine any Tax period that begins on or before the liability for Taxes of Closing Date and ends after the Acquired Companies for any Closing Date (a “Straddle Period, the determination of the 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 after, that extends from the date immediately after the Closing Date shall be determined by assuming that to the end of the Straddle Period consisted (the “Post-Closing Straddle Period”) in accordance with this Section 5.4. The portion of two such Tax attributable to the Pre-Closing Straddle Period will (2a) taxable years in the case of any sales or periodsuse taxes, one value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended at the close of business on the Closing Date and the other which began at the beginning of the day following 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, deduction, loss or credit for 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 periodic basis for income Tax purposes shall be allocated between to the Pre-Closing Straddle Period based on the relative number of days in such two taxable years or periods on a “closing portion of the books basis” by assuming that Straddle Period as compared to the books number of days in the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for entire Straddle Period. For the avoidance of doubt, excludes income(i) any compensation expense deduction that is a Transaction Expense and results from, franchise/capitalor is attributable to, sales, use, and withholding Taxes) such as real and personal property Taxes, the Contemplated Transactions shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. Sellers will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period ended deemed to occur on the Closing DateDate such that such 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), and Buyer will (ii) all Transaction Expense deductions shall be liable for all Taxes of taken into account in the Acquired Companies for Pre-Closing Tax Period to the portion of extent permitted by Applicable Law and applying the Straddle Period beginning on the day following the Closing Dateseventy percent (70%) safe-harbor election under Revenue Procedure 2011-29 to any “success based fees.”

Straddle Periods. For purposes of this Agreement, whenever it is necessary the portion of Tax with respect to determine the liability for Taxes income, property or operations of the Acquired Companies for Company 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 determination of the Taxes for the portion period 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 period of the Straddle Period beginning after, that extends from the date immediately after the Closing Date shall be determined by assuming that to the end of the Straddle Period consisted (the “Post-Closing Straddle Period”) in accordance with this Section 4.1. The portion of two such Tax attributable to the Pre-Closing Straddle Period will (2a) taxable years in the case of any Taxes other than sales or periodsuse taxes, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Datevalue-added taxes, employment taxes, withholding taxes, and items of any Tax based on or measured by income, gainreceipts or profits earned during a Straddle Period, deductionbe deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, loss or credit for 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, 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (whichin the case of any sales or use taxes, for the avoidance of doubtvalue-added taxes, excludes employment taxes, withholding taxes, and any Tax based on or measured by income, franchise/capitalreceipts or profits earned during a Straddle Period, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on deemed equal to the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. Sellers will amount which would be liable for all Taxes of the Acquired Companies for the portion of payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” means such accounting period and Buyer not such Privilege Period. The portion of Tax attributable to a Post-Closing Straddle Period will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period beginning on the day following the Closing Datecalculated in a corresponding manner.

Straddle Periods. For purposes of this Agreement, whenever it is necessary the portion of Taxes attributable to determine the liability for Taxes income, property or operations of the Acquired Companies for any taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period, the determination of the 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 after, that begins the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on day after the Closing Date and the other which began ends at the beginning end of the day following Straddle Period (the “Post-Closing Date, and items Straddle Period”) in accordance with this Section 5.9(e). In the case of income, gain, deduction, loss or credit for the any Straddle Period, shall 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 allocated between deemed to be the amount of such two Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the 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 years or periods period ended on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of and included the Closing Date; provided, however, Date (a) provided that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, basis shall be apportioned ratably between such periods based 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 number of days for Closing shall be attributable solely to the Post-Closing Straddle Period. The portion of the Taxes attributable to a Post-Closing Straddle Period ending on and including 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 Date, on shall be attributable solely to the one hand, and the number 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 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 this Agreement as if its taxable year ended on the Closing Date, Date and Buyer will be liable for all Taxes attributable to the income and gain of the Acquired Companies for the portion of the Straddle Period beginning on the day following each such entity through the Closing DateDate shall be considered to be attributable to the Pre-Closing Straddle Period.

Straddle Periods. For purposes of this Agreement, whenever it is necessary to determine the liability Income Taxes shown on a Tax Return for Taxes of the Acquired Companies for any Straddle Period, the determination of the Taxes for the portion of the a Straddle Period ending on prepared consistent with past tax practice and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, accounting methods shall be allocated between the Pre- and Post-Closing Straddle Periods on the basis of the actual Taxable income for each such two taxable years or periods on a “Period, determined by (i) an interim closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, Date (a) exemptions, allowances or deductions that are calculated on an annual basis, such other allocation method as the deduction for depreciationParties may agree to in writing), and (bii) periodic Taxes (whichas to each Straddle Period, treating each member of the combined group that is includable in a Combined Income Tax Return for the avoidance of doubt, excludes income, franchise/capital, sales, useentire Straddle Period as included in such Combined Income Tax Return, and withholding Taxesby treating any member of 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 (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 the Companies prior to the Closing Date; 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 as Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (i) in the case of real and personal property Taxes, shall be apportioned ratably between such periods based on a per diem basis and (ii) in the number case of days for the portion of the Straddle Period ending on and including the Closing Dateall other Taxes, on the one hand, and the number of days for the portion 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 beginning upon which such payment is based or (ii) ten days after receipt by the Closing Date, on the other hand. Sellers will be liable for all Taxes Seller 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 Dateexecuted Tax Return upon which such payment is based.

Straddle Periods. For purposes In the case of this Agreement, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for any Straddle Period, the determination amount of any Taxes of the Company and its Subsidiaries not based upon or measured by income, payroll, specific activities or events, the level of any item, gain, receipts, proceeds or profits or similar items for the Pre-Closing Tax Period will be deemed to be the amount of such Taxes for the portion entire Tax period multiplied by a fraction, the numerator of which is the Straddle Period number of days in the Tax period ending on and including, and the portion of the Straddle Period beginning after, day immediately before the Closing Date shall and the denominator of which is the number of days in such Straddle Period. The amount of any other Taxes for a Straddle Period that is included in the Pre-Closing Tax Period will be determined by assuming that based on an interim closing of the Straddle Period consisted books as of two (2) taxable years or periods, one which ended at the close of business on the day immediately before the Closing Date (and for such purpose the other which began at the beginning taxable period of any partnership will be deemed to end as of the close of business on the day following immediately before the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date); provided, however, that (ai) any carryforward of charitable contribution deductions, Tax credits, or other Tax attributes from a Tax Period ending before the Closing Date to a Straddle Period will be deemed to be used fully in the portion of such Straddle Period ending on the day immediately before the Closing Date before being used in the portion of such Straddle Period beginning on the Closing Date, (ii) Tax deductions related to Transaction Expenses, the Transaction Bonus Payments, the payment of the Company Indebtedness, and the other transactions or payments contemplated by this Agreement that are allowed under applicable Tax Law in a Straddle Period shall be allocated to the pre-Closing portion of the Straddle Period as provided in Section 8.8.4, and (iii) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall basis will be apportioned ratably between such periods based on the number of days for allocated to the portion of the Straddle Period ending on and including the day immediately before the Closing Date, on Date in the one hand, and same proportion as the number of calendar days for the portion of during the Straddle Period beginning after through the day immediately before the Closing Date, on Date bears to the other hand. Sellers will be liable for all Taxes number of calendar days in the Acquired Companies for the portion of the entire 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 DatePeriod.

Straddle Periods. For purposes Each taxable period ending on or before the Closing Date and the portion through the end of this Agreementthe Closing Date for any taxable period that includes (but does not begin or end on) the Closing Date will be 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”), whenever it is necessary to determine the liability for amount of any Taxes of the Acquired Companies for any Straddle Period, Target based upon or measured by net income or gain which relate to the determination Pre-Closing Tax Period will be determined based on an interim closing of the Taxes for the portion books 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 consisted of two (2) taxable years or periods, one which ended 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 began 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 day following the Closing Date, with the result that any payment with respect to the Vested Options and items Warrants, any payment of incomeSelling Expenses and any payment of compensation to the Target’s employees and service providers (such payments, gainregardless of when made, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (aTransaction Payments”) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 to the extent not validly accrued prior to the Closing Date, will be liable 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 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 all any benefit associated with taking such deduction. The amount of Taxes other than Taxes of the Acquired Companies 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 Straddle Period beginning taxable period ending on the day following 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 DateDate Balance Sheet and as a liability in Net Working Capital, any real estate Taxes and installments of special assessments that are 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 behalf of the Target) on the Closing Date based upon the respective periods of ownership for the year in which the Closing occurred.

Straddle Periods. For purposes of this Agreement, whenever it is necessary Buyer shall prepare and timely file or cause to determine the liability for Taxes be prepared and timely filed at its expense all Tax Returns of the Acquired Companies for Company that include periods ending after the Closing Date; provided that if 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 such Tax Return relates to any period beginning after, before the Closing Date (a “Straddle Period”), Buyer shall be determined by assuming that deliver to the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date Stockholder Representative for his review and the other which began at the beginning comment a draft of the day following 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 before the Closing Date, and items of income, gain, deduction, loss or credit for the “Straddle Period, Period Returns”). In each case such Straddle Period Returns shall be allocated between such two taxable years or periods on in conformity with the Code and Treasury Regulations. The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a “closing result of the books basis” review of such Straddle Period Returns. If the Stockholder Representative and Buyer cannot agree on the amount of Taxes owed by assuming that the books 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, Buyer and the Stockholder Representative shall refer the matter to the Accounting Arbitrator. Buyer and the Stockholder Representative shall equally share the fees and expenses of the Acquired Companies were closed at Accounting Arbitrator and its determination as to the close of amount owing by the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of Company with respect to the Straddle Period ending Returns or the treatment of any item shown on and including the Closing Date, such Straddle Period Returns shall be binding on the one handParties for purposes of filing such Straddle Period Returns. The Company shall timely file all such Tax Returns, as so modified, and shall pay, subject to Section 9.2(g), the number amount of days for any Taxes shown due by the portion of Company thereon to 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 Dateappropriate Tax authorities.

Straddle Periods. For purposes In the case of this Agreementany Straddle Period (i) real, whenever it personal and intangible property Taxes ("Property Taxes") of the Purchased Entities for the Pre-Closing Tax Period shall equal the Property Taxes for such Straddle Period multiplied by a fraction, the numerator of which is necessary to determine the liability for number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Acquired Companies Purchased Entities (other than Property Taxes) for any Straddle Period, the determination Pre-Closing Tax Period shall be computed on a closing of the Taxes for the portion books method 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 consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date. 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, or at the Purchaser's direction, to any of the Purchased Entities, of the excess of (i) such Taxes for the Pre-Closing Tax Period, over (ii) 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 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 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 paid no later than 15 Business Days prior to the date on which began the Tax Return with respect to the final liability for such 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 beginning amount of such Taxes paid by the day following Purchased Entities on or prior to the Closing DateDate exceeds the amount payable pursuant to the preceding sentence, and items the Purchaser shall pay to Seller the amount of income, gain, deduction, loss or credit such excess within 15 Business Days after the Tax Return with respect to the final liability for the such Taxes is required to be filed. The payments to be made pursuant to this Section 6.02(b) with respect to a 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the appropriately adjusted to reflect any Final Determination with respect to 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 DateTaxes.

Straddle Periods. For purposes of this AgreementAll property taxes, whenever it is necessary to determine the liability for Taxes personal property taxes and similar AD VALOREM obligations in respect of the Acquired Companies Purchased Assets that relate to periods beginning prior to the Closing Date and ending after the Closing Date ("STRADDLE PERIODS") shall be prorated as of the Closing Date. Seller's estimated accrued liability at the Closing for any Straddle Period, the determination of the above-described Taxes for the portion of the Straddle Period ending on and including, charges that are due and the portion of the Straddle Period beginning after, 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 consisted 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 the due date thereof (2which return shall be subject to Seller's approval not to be unreasonably withheld), and Buyer shall pay Seller's prorated portion of the tax shown to be due on each such return not less than five (5) taxable years or periods, one which ended at business days before the close due date of business on such payment; PROVIDED that in the event that Buyer has not withheld from the Closing Date and the other Cash Consideration an amount which began at the beginning is sufficient to fully pay Seller's prorated portion of the day following the Closing DateTax due on such return, and items of income, gain, deduction, loss or credit for the Straddle Period, then upon notice from Buyer Seller shall be allocated between promptly pay Buyer such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close amount. Buyer agrees to promptly return to Seller any portion of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the Cash Consideration retained by it pursuant to this Section 8.2 not used to pay Seller's prorated portion of the such Taxes for a 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 DatePeriod.

Straddle Periods. The Asset Purchaser, in consultation with the Surviving Corporation, shall prepare or cause to be prepared and 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 at least 30 days prior to 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 such Tax Returns which relates to the portion of such Straddle Period ending on the Merger Closing shall be paid to the Shareholders in accordance with their respective Pro Rata Portion thereof, unless such refunds or credits (i) were reflected on the Closing Balance Sheet, as finally determined, and taken into account in determining the Closing Date Net Working Capital, or (ii) were received as a result of a carryback of any net operating losses or other tax attributes. For purposes of this AgreementSection 7.9(b), whenever it is necessary to determine the liability for Taxes of the Acquired Companies for any Straddle Period, the determination of the 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 including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one the denominator of which ended at the close of business on the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on is the number of days for in the portion of the entire Straddle Period ending on and including the Closing Date, on the one handPeriod, and (B) in the number case of days for 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 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 relevant 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 DateMerger Closing.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed 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 to 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 such Tax Returns at least five (5) days prior to the due date thereof. For purposes of this Agreement, whenever it is necessary the portion of any Tax that relates to determine the liability for Taxes portion of the Acquired Companies for any Straddle PeriodPeriod 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 determination amount of such Tax for the Taxes for 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 consisted Tax period of two (2) taxable years or periods, one which each Acquired Company ended at the close as of business on the Closing Date (such that all Tax Liabilities determined under Sections 951 and the other which began at the beginning 951A of the day following 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, deduction, loss or credit 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 were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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).