Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. All Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the Transferred Assets or the Product Business for a taxable period which includes (but does not end on) the Closing Date (a “Straddle Period”), shall be apportioned between Seller and Buyer. Taxes attributable to the Pre-Closing Period and Post-Closing Period shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began on the date immediately following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Person subject to such Tax were closed at the close of the day on the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on a periodic basis (such as real property Taxes and other ad valorem Taxes) shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Buyer payment for the attributable amount of such bxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Buyer shall 9. thereafter make a payment for which it is entitled to reimbursement under this Section 2.4(d), the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Straddle Period Taxes. All Taxes other than Transfer Taxes or Taxes based upon or related to income or receiptsUnless prohibited by applicable Law, including but not limited to, all personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the Transferred Assets or Tax period of Company shall be closed as of the Product Business for a taxable period which includes (but end of the Closing Date. If applicable Law does not permit Company to close its Tax period on the Closing Date or such Tax period does not otherwise end on) on the Closing Date (each, a “Straddle Period”), any real or personal property Taxes (or other similar ad valorem Taxes or Taxes imposed on a periodic basis) attributable to Company that are imposed on or before and ending after the Closing Date (each, a “Straddle Period Tax”) shall be apportioned proportionally allocated between Seller and Buyer. Taxes attributable Purchaser to the Pre-Closing Period and Post-Closing Period shall be determined by assuming that portion of the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of ending on the Closing Date and the other which began on portion of the date immediately following Straddle Period beginning after the Closing Date, and items of incomerespectively, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two (2) taxable years or periods based on a “closing of the books basisbooks” by assuming that the books of the Person subject to such Tax were closed at the close of the day on the Closing Date, method; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, basis shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date in proportion to the number of days in each such as period. The Party required by Law to pay any such Straddle Period Tax (the deduction for depreciation, and Taxes calculated on a periodic basis (such as real property Taxes and other ad valorem Taxes“Paying Party”) shall be apportioned ratably between file the Tax Return related to such periods on Straddle Period Tax within the time period prescribed by Law and shall timely pay such Straddle Period Tax. If Seller does not prepare and file a daily basis. Within ninety (90) days after the Closing, required Straddle Period Tax Return that Seller is required to prepare and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid by the party owing it file prior to the other within date that is ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to Business Days before the due date of assessment such Tax Return, Purchaser may prepare and file such Tax Return, and Seller shall be required to Buyer reimburse Purchaser for Purchaser’s reasonable costs related thereto. To the extent any portion of such payment for is the attributable responsibility of the other party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of the amount of such bxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Buyer shall 9. thereafter make a payment for which it is entitled to reimbursement under this Section 2.4(d)Straddle Period Taxes, the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) and not made within ten (10) days of delivery receipt of such notice, the statement Non-Paying Party shall bear interest at reimburse the rate per annum determined, from time to time, under Paying Party for the provisions Non-Paying Party’s share of Section 6621(a)(2) of the Code for each day until paidsuch Straddle Period Taxes.

Straddle Period Taxes. All Taxes other than Transfer Sellers shall, at their own expense, prepare and timely file all Tax Returns relating to all real property Taxes, personal property Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, similar ad valorem obligations and similar taxes imposed levied (i) on a periodic basis, in each case levied with respect to the owner of the Transferred Assets or the Product Business Loans for a any taxable period which includes that begins before the Applicable Cut-Off Time and ends after the Applicable Cut-Off Time and (but does not end onii) on the owner of all other Purchased Assets for any taxable period that begins before the Applicable Closing Date and ends after the Applicable Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), shall be apportioned between Seller and Buyer. Taxes attributable to whether imposed or assessed before or after the PreApplicable Cut-Closing Period and Post-Closing Period shall be determined by assuming that Off Time or the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began on the date immediately following the Applicable Closing Date, as appropriate. Buyers shall be liable for and items shall indemnify Sellers, their Affiliates and each of incometheir respective officers, gaindirectors, deductionemployees, loss or creditstockholders, agents, and state and local apportionment factors representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Applicable Cut-Off Time for the Transferred Loans and after the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Sellers shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Applicable Cut-Off Time for the Transferred Loans and ending on or before the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of taken into account as though the books basis” by assuming that the books of the Person subject to such Tax were closed relevant Straddle Period ended at the close of the day Applicable Cut-Off Time or on the Applicable Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction appropriate. Any material Tax Return for depreciation, and Taxes calculated on a periodic basis (such as real property Taxes and other ad valorem Taxes) Straddle Period shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days after the Closing, Seller and Buyer shall present a reimbursement submitted to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid Buyers by the party owing it to the other within Sellers at least ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit Business Days prior to the due date of assessment such Tax Return (taking valid extensions into account). Buyers will pay to Buyer payment for Sellers, within two (2) Business Days after the attributable filing of any such Tax Return by Sellers, an amount of such bxxx that is attributable equal to the Pre-Closing Period. In portion of the event that either Seller or Buyer shall 9. thereafter make a payment Straddle Period Taxes reflected on such Tax Return for which it is entitled to reimbursement Buyers are liable under this Section 2.4(d)6.11. For the avoidance of doubt, the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paidreal property securing any Transferred Loan.

Straddle Period Taxes. All With respect to any Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and similar taxes imposed that are reported on a periodic basis, in each case levied with respect to the Transferred Assets or the Product Business for Tax Return covering a taxable period which includes (but does not end on) commencing before the Closing Date and ending thereafter (a “Straddle Period”), (i) in the case of any real or personal property taxes (or other similar Taxes) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be apportioned prorated between Purchaser and Seller on a per diem basis, and Buyer. any such Taxes attributable to the Pre-Closing Period and Post-Closing Period Subsidiaries shall be determined by assuming that included in the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) in the case of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of on the Closing Date and and, in the other which began on the date immediately following the Closing Datecase of each Subsidiary, and items of income, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of included in the books basis” by assuming that the books of the Person subject to such Tax were closed at the close of the day on the Final Subsidiary Closing DateBalance Sheet, provided, however, provided that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on a periodic basis (such as real including depreciation and amortization deductions), other than with respect to property Taxes and other ad valorem Taxes) shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days placed in service after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid by allocated between the party owing it period ending on the Closing Date and the period after the Closing Date in proportion to the other number of days in each period (the Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, time period prescribed by law and shall promptly deliver timely pay such bxxx to Buyer who Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Buyer payment for the attributable amount of such bxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Buyer shall 9. thereafter make a payment for which it is entitled to reimbursement under this Section 2.4(d), provide the other party shall make such reimbursement promptly but in no event later than thirty (30the “Non-Paying Party”) days after the presentation with notice of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) payment, and not made within ten (10) 10 days of delivery receipt of such notice of payment, the statement Non-Paying Party shall bear interest at reimburse the rate per annum determined, from time to time, under Paying Party for the provisions Non-Paying Party’s share of Section 6621(a)(2) of the Code for each day until paidsuch Straddle Period Taxes.

Straddle Period Taxes. All With respect to any Taxes other than Transfer Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and similar taxes imposed that are reported on a periodic basis, in each case levied with respect to the Transferred Assets or the Product Business for Tax Return covering a taxable period which includes (but does not end on) commencing before the Closing Date and ending thereafter (a “Straddle Period”), (i) in the case of any real or personal property taxes (or other similar Taxes) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be apportioned prorated between Purchaser and Seller on a per diem basis, and Buyer. any such Taxes attributable to the Pre-Closing Period and Post-Closing Period Subsidiaries shall be determined by assuming that included in the Final Subsidiary Closing Balance Sheet on a per diem basis and (ii) in the case of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of on the Closing Date and and, in the other which began on the date immediately following the Closing Datecase of each Subsidiary, and items of income, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of included in the books basis” by assuming that the books of the Person subject to such Tax were closed at the close of the day on the Final Subsidiary Closing DateBalance Sheet, provided, however, provided that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on a periodic basis (such as real including depreciation and amortization deductions), other than with respect to property Taxes and other ad valorem Taxes) shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days placed in service after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid by allocated between the party owing it period ending on the Closing Date and the period after the Closing Date in proportion to the other number of days in each period (the Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, time period prescribed by law and shall promptly deliver timely pay such bxxx to Buyer who Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Buyer payment for the attributable amount of such bxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Buyer shall 9. thereafter make a payment for which it is entitled to reimbursement under this Section 2.4(d), provide the other party shall make such reimbursement promptly but in no event later than thirty (30the “Non-Paying Party”) days after the presentation with notice of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) payment, and not made within ten (10) 10 days of delivery receipt of such notice of payment, the statement Non-Paying Party shall bear interest at reimburse the rate per annum determined, from time to time, under Paying Party for the provisions Non-Paying Party’s share of Section 6621(a)(2) of the Code for each day until paid.such Straddle Period Taxes. 40

Straddle Period Taxes. All Taxes other than Transfer Seller shall, at its own expense, prepare and timely file all Tax Returns relating to all real property Taxes, personal property Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, similar ad valorem obligations and similar taxes imposed levied (i) on a periodic basis, in each case levied with respect to the owner of the Transferred Assets or the Product Business Loans for a any taxable period which includes that begins before the Cut-Off Time and ends after the Cut-Off Time and (but does not end onii) on the owner of all other CIT Bank Purchased Assets for any taxable period that begins before the Closing Date and ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), shall be apportioned between Seller and Buyer. Taxes attributable to whether imposed or assessed before or after the PreCut-Closing Period and Post-Closing Period shall be determined by assuming that the Straddle Period consisted of two (2) taxable years Off Time or periods, one which ended at the close of the Closing Date and the other which began on the date immediately following the Closing Date, as appropriate. Buyers shall be liable for and items shall indemnify Seller, its Affiliates and each of incometheir respective officers, gaindirectors, deductionemployees, loss or creditstockholders, agents, and state and local apportionment factors representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Cut-Off Time for the Transferred Loans and after the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Seller shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Cut-Off Time for the Transferred Loans and ending on or before the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of taken into account as though the books basis” by assuming that the books of the Person subject to such Tax were closed relevant Straddle Period ended at the close of the day Cut-Off Time or on the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction appropriate. Any material Tax Return for depreciation, and Taxes calculated on a periodic basis (such as real property Taxes and other ad valorem Taxes) Straddle Period shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days after the Closing, submitted to Buyers by Seller and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid by the party owing it to the other within at least ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit Business Days prior to the due date of assessment such Tax Return (taking valid extensions into account). Buyers will pay to Buyer payment for Seller, within two (2) Business Days after the attributable filing of any such Tax Return by Seller, an amount of such bxxx that is attributable equal to the Pre-Closing Period. In portion of the event that either Seller or Buyer shall 9. thereafter make a payment Straddle Period Taxes reflected on such Tax Return for which it is entitled to reimbursement Buyers are liable under this Section 2.4(d)6.11. For the avoidance of doubt, the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement Straddle Period Taxes do not include any Taxes owed by an Obligor with respect to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paidreal property securing any Transferred Loan.

Straddle Period Taxes. All Taxes other than Transfer Taxes Buyer shall prepare or Taxes based upon cause to be prepared and file or related cause to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations be filed any Tax Returns of the Company and similar taxes imposed on a periodic basis, in each case levied with respect to its Subsidiaries for Tax periods which begin before the Transferred Assets or the Product Business for a taxable period which includes (but does not Closing Date and end on) after the Closing Date (a “Straddle PeriodTax Returns”). Buyer shall permit the Seller to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be apportioned between referred to herein as “Pre-Closing Taxes.” Buyer will provide the Seller with copies of any Straddle Tax Returns for the Seller’s reasonable review and Buyer. comment, at least 30 days (or such other time as is reasonable) prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes attributable that relate to the Pre-Closing Period Taxes. If the Seller agrees with the Straddle Tax Returns and PostStraddle Statement, the Seller shall pay to Buyer, not later than 5 Business Days before the due date for the payment of Taxes with respect to such Straddle Tax Return, an amount equal to the Pre-Closing Period Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not reflected as a liability on the Final Closing Statement. If, within 10 days after the receipt of the Straddle Tax Return and Straddle Statement, the Seller (a) notify Buyer that they dispute the manner of preparation of the Straddle Tax Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provide Buyer with a statement setting forth in reasonable detail their computation of the Pre-Closing Taxes and their proposed form of the Straddle Tax Return and Straddle Statement, then Buyer and the Seller shall attempt to resolve their disagreement within 5 days following the Seller’s notification of Buyer of such disagreement. If Buyer and the Seller are not able to resolve their disagreement, the dispute shall be submitted to the Firm. The Firm will resolve the disagreement within 5 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Firm shall be binding on the parties. The cost of the services of the Firm will be borne by the party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by assuming that the Straddle Period consisted Firm. If each of two (2) the party’s calculation differs equally from the calculation as finally determined by the Firm, then such cost will be borne half by the Seller and half by Buyer. If the Pre-Closing Taxes involve a period which begins before and ends after the Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable years or periods, one which ended at year of the Company and its Subsidiaries terminated as of the close of business on the Closing Date; provided however that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Pre-Closing Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing Date and the other denominator of which began on the date immediately following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two (2) the number of days in the taxable years or periods on period. All determinations necessary to give effect to the foregoing allocations shall be made in a “closing manner consistent with prior practice of the books basis” by assuming that the books of the Person subject to such Tax were closed at the close of the day on the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on a periodic basis (such as real property Taxes and other ad valorem Taxes) shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Buyer payment for the attributable amount of such bxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Buyer shall 9. thereafter make a payment for which it is entitled to reimbursement under this Section 2.4(d), the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) of the Code for each day until paidCompany.

Straddle Period Taxes. All To the extent permissible under applicable Laws, the Parties agree to elect (and have the Company and each Operating Subsidiary elect) to have each Tax year of the Company and each Operating Subsidiary to end on the Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that the Company or any Operating Subsidiary is required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property Taxes and other than Transfer similar Taxes or Taxes based upon or related to income or receipts, including but not limited to, all personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect the amount attributable to the Transferred Assets or portion of the Product Business for a taxable period which includes (but does not end on) Straddle Period ending on the Closing Date (a “Straddle Period”), shall be apportioned between Seller and Buyer. equal the Taxes attributable to for the Pre-Closing Period and Post-Closing Period shall be determined by assuming that the entire Straddle Period consisted multiplied by a fraction, the numerator of two (2) taxable years or periods, one which ended at is the close number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period; and (ii) in the case of all other which began on Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes, etc.), the date immediately following amount attributable to the Closing Date, and items portion of income, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period ending on the Closing Date shall be allocated between determined as if the Company or Operating Subsidiary filed a separate Tax Return with respect to such two (2) taxable years or periods Taxes for the portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books basismethodology.” by assuming that For purposes of clause (ii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the books portion of the Person subject to such Tax were closed at the close of the day Straddle Period ending on the Closing Date, provided, however, that exemptions, allowances Date based on the relative number of days in such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; and (B) any item (or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on Tax) resulting from a periodic basis (such as real property Taxes and other ad valorem Taxes) Parent Closing Date Transaction shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days attributed to the portion of the Straddle Period beginning after the ClosingClosing Date. For the avoidance of doubt, Seller and Buyer shall present a reimbursement for purposes of allocating amounts required to which each is entitled be included by Parent or any Group Company in income under this Section 2.4(d951(a) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Transferred Assets or the Product Business, part or all of which are attributable to the Post-Closing Period, and shall promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Buyer payment for the attributable amount of such bxxx that is attributable to the Pre-Closing Period. In the event that either Seller or Buyer shall 9. thereafter make a payment for which it is entitled to reimbursement under this Section 2.4(d), the other party shall make such reimbursement promptly but in no event later than thirty (30) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 2.4(d) and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, from time to time, under the provisions of Section 6621(a)(2) 951A of the Code for each day until paidwith respect to any Straddle Period of a foreign Group Company, the taxable year of the relevant foreign Operating Subsidiary giving rise to the income required to be included shall be deemed to close on the Closing Date in the same manner as described above.