Common use of Straddle Period Clause in Contracts

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. (i) For purposes of subparagraphs (a) and (b) abovethis Article VIII, in the case of any Taxes that are payable with respect to a taxable period that includes (but does not end on) begins before the Closing Date and ends after the Closing Date (a "“Straddle Period"):”), the portion of any such Tax that is allocable to the portion of the period ending on and including the Closing Date shall be: (iA) realin the case of Taxes that are either (x) based upon or related to income, personal and intangible property Taxes or receipts, or ("Property Taxes"y) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger any sale or otherwise in connection with this Agreement other transfer or the transactions contemplated hereby) shall be assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended with (and included) the Closing Date; and (B) in the case of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable imposed on a periodic basis with respect to the assets of HQGW and its the CAM Subsidiaries and VANTAS and its or the PC/CM Subsidiaries, respectivelyas the case may be, owned prior or otherwise measured by the level of any item, deemed to be the Closing Date) amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a fraction, fraction the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-period ending on and including the Closing Tax Period Date and the denominator of which is the number of calendar days in the Straddle Period; andentire period. (ii) To the Taxes extent permitted under Requirements of HQGW Law, Citigroup shall take all actions reasonably necessary to terminate the taxable year of the CAM Subsidiaries on the Closing Date and its Legg Mason shall take all actions reasonably necessary to terminate the taxable year of the PC/CM Subsidiaries and VANTAS and its on the Closing Date. To the extent any such taxable year of the CAM Subsidiaries or PC/CM Subsidiaries is terminated on the Closing Date, the parties hereto agree to cause the such CAM Subsidiaries or PC/CM Subsidiaries, respectively (other than Property Taxes and other than Taxes referred as the case may be, to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), file all Tax Returns for the Pre-period including the Closing Tax Period shall be computed as if such Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date. The indemnity obligations of , unless the Shareholders in respect of Taxes for relevant Governmental Authority will not accept a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice on that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetbasis.

Straddle Period. For purposes of subparagraphs this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Straddle Period and the denominator of which is the number of days in the Straddle Period; and , and (iib) in the Taxes case of HQGW any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and its Subsidiaries any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on included the Closing Date. The indemnity obligations In the case of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of Tax that is (x1) such Taxes paid for the Pre-Closing Tax Period over privilege of doing business during a period (ya “Privilege Period”) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii2) the amount of such Taxes paid by HQGW and its Subsidiaries computed based on or business activity occurring during an accounting period ending prior to the Closing Date (which includes such Privilege Period, any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect reference to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing “Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to period,” a taxable period ending on or prior to the Closing Date, any refund of estimated “tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date period,” or a portion of a Straddle Period that is subsequent to the Closing Date, “taxable period” will mean such accounting period and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of not such refund for Taxes was reflected as an asset on the Company Balance SheetPrivilege Period.

Straddle Period. For purposes of subparagraphs (a) this Agreement, whenever it is necessary to determine the Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV for the portion of the Straddle Period ending on and (b) aboveincluding, in and the case portion of any taxable period that includes (but does not end on) the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (a "Straddle Period"): 2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: (i) with respect to periodic taxes such as real, personal property, and intangible property other similar Taxes imposed on the periodic basis ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectivelywhich, for any Pre-Closing Tax Period (other than the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is ratably between such periods based on the number of days during for the portion of the Straddle Period that are in ending on and including the Pre-Closing Tax Period Date, on the one hand, and the denominator of which is the number of days in for the portion of the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending beginning after the Closing Date, if on the other hand, and (ii) with respect to all other Taxes, by allocating such credit is attributable to Taxes between such two taxable years or periods on a taxable period “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic taxes such as real and personal property taxes (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on or prior to and including the Closing Date, any refund on the one hand, and the number of estimated tax payments made on or prior to days for the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a the Straddle Period that is subsequent to beginning after the Closing Date, on the other hand. For purposes of this Section 6.3(e), the Seller and the Purchaser shall (and the Purchaser shall cause UAV and their Affiliates to) use the conventions provided in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any interest received by HQGWgains, any of its Subsidiaries income, deductions, losses, or the Surviving Company other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any of the foregoing from the applicable taxing authorityPurchaser Closing Date Transaction. This Section 6.3(e) unless (and only shall not apply to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetTransfer Taxes.

Straddle Period. For In the case of Taxes that are payable with respect to a taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are allocable to the portion of such Straddle Period ending on the Closing Date for purposes of subparagraphs this Agreement shall be: (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): Taxes (i) realbased upon, personal and intangible property Taxes or related to, income, receipts, profits, wages, capital or net worth, ("Property Taxes"ii) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(iii) shall required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; provided that any transactions or events undertaken, or caused to be undertaken, by Parent that are outside the Ordinary Course of Business and occur after the Closing on the Closing Date (other than any transactions or events taken pursuant to this Agreement) will be treated for all purposes under this Agreement as occurring in the portion of the Straddle Period beginning after the Closing Date; (b) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Periodentire period; and (iic) in the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect case of Taxes for attributable to an equity interest in an Existing Investment passthrough entity in which a Straddle Period shallCompany Entity holds such equity interest, subject deemed to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) be the amount of such Taxes for determined on a “closing of the Pre-Closing Tax Period paid by books” basis as if the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount Taxable period of such Taxes paid by HQGW and its Subsidiaries on or prior to passthrough entity ended as of the end of the Closing Date (which includes any payments provided, that if the Company is unable to require an Existing Investment entity to effect a “closing of estimated taxes or similar amounts made by HQGW the books” as of such time, Parent and its Subsidiaries on or prior the Stockholder Representative shall cooperate to the Closing Date and any amounts of estimate such Taxes for which a reserve has been reflected based on the Company Balance Sheet, even though the amount reflected for information available at such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authoritytime). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) In the case of Taxes that are payable by Gravitas with respect to a taxable period that begins before and ends after the Closing Date (beach such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (i) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): Taxes (i) realbased upon, personal and intangible property Taxes or related to, income, receipts, profits, wages, capital or net worth, ("Property Taxes"ii) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(iii) shall required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; andentire period. (iib) Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Gravitas that are filed after the Taxes Closing Date for any Straddle Period (a “Straddle Period Tax Returns”). Buyer shall permit Sellers to review and comment on each such Straddle Period Tax Return, together with any and all workpapers supporting the creation of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Period Tax Period Return, at least 20 days prior to filing and Buyer shall consider, in good faith, the reasonable comments so provided. Sellers shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes responsible for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the all Pre-Closing Taxes of Gravitas shown on such Straddle Period Tax Returns, and Sellers shall pay to (or as directed by) Buyer its share of all Pre-Closing Taxes as shown on such Straddle Period over Tax Returns no less than five Business Days before the due date of such Straddle Period Tax Returns; provided, however, that if the amount of Sellers Pre-Closing Taxes as shown on such Straddle Period Tax Returns is greater than it would have been if Buyer had prepared such Straddle Period Tax Returns in a manner consistent with the past practices Gravitas (y) it shall be deemed consistent with past practices if differences are required by changes in Law, ordinances, judgments, decrees and orders and governmental rules and regulations that are binding upon Gravitas), then Sellers shall, at the sum time of filing the Straddle Period Tax Return, be required to pay to Buyer only the difference of: (i) the amount of Pre-Closing Taxes they would have paid had the Straddle Period Tax Return been prepared consistent with the past practices of Gravitas minus; (ii) any prepayments made by Gravitas or Sellers (to IRS or other applicable taxing body) for such Pre-Closing Taxes. In the event such prepayments exceed the amount owed to Buyers for Pre-Closing Taxes, the overage shall be applied to Working Capital or otherwise settled to Sellers. (c) Buyer and Sellers shall cooperate fully, as and to the extent reasonably requested by the other, in connection with any Contest with respect to Straddle Period Tax Returns. Buyer will have control over any such Contest, through counsel of its own choosing, however, any expenses associated with such Contest shall be allocated between Sellers and Buyer based upon the percentage of Pre-Closing Tax liability to total Tax liability shown on such Straddle Period Tax Returns. Sellers shall also have the right to participate in such Contest through counsel of their choosing at their own expense. (d) Upon the final resolution of liability for any Tax due on any Straddle Period Tax Return, including after resolution of any Contest, Sellers shall pay to Buyer any deficiency between the amount already paid by Sellers to Buyer pursuant to Section 6.02(b) above, and the Pre-Closing Taxes of Gravitas shown on such final Straddle Period Tax Returns. (e) Any Tax refunds that are received by Gravitas that relates to the Straddle Period Tax Returns (net of any Tax cost and any other cost) shall be allocated between Sellers and Gravitas based upon their respective percentage of taxes paid under Section 6.02(b) above; provided, however any Tax refund for the a Straddle Period shall not be deemed to be for a Pre-Closing Tax Period paid by the Shareholders on account of any carryover of a net operating loss, net capital loss, Tax credit, Tax basis or other Tax item arising from a Pre-Closing Tax Period. Buyer shall pay over to Sellers any of their affiliates (other than HQGW) at any time and (ii) such refund or the amount of any such Taxes paid by HQGW credit within 15 days after receipt of such refund. (f) Any disputes between the Sellers and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) Buyer with respect to the liability amount of taxes owing by the Sellers for such Taxes is required to Straddle Period Tax Returns shall be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required resolved by the relevant taxing authority) or (B) ten days after Independent Accountant, the receipt from RSI cost of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period which shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100borne 50% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, Sellers and any interest received 50% by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes All Tax Returns of subparagraphs the Company for any Tax period ending on or before the Closing Date (the “Pre-Closing Tax Period”) and any Straddle Period, to the extent filed or required to be filed after the Closing Date, shall be prepared and filed (or caused to be filed) by Buyer. With respect to any such Tax Return relating to income Taxes (or other taxes based on income), (a) Buyer will prepare (or cause to be prepared) such returns consistent with past practice, except as required by Applicable Law and (b) aboveBuyer shall provide Seller Parties with a copy of such return prior to the filing thereof, in the and Seller Parties shall have a reasonable opportunity (for a period of not less than twenty (20) days) to review and comment on such return prior to filing. In any case of any a taxable period that which includes the Closing Date (but does not end onon that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (a) to the Seller Parties for the period up to and including the close of business on the Closing Date and (b) to Buyer for the period subsequent to the Closing Date (a "Straddle the “Post-Closing Tax Period"): ”). For purposes of such allocation, the amount of (i) realany Taxes based on or measured by income, personal receipts or payroll (other than payroll that is accrued but unpaid as of the Closing Date) and intangible property (ii) any withholding Taxes to the extent not withheld from amounts paid, shall in each case be allocated based on an interim closing of the books of the Company as of the close of business on the Closing Date, provided that any transaction ("Property Taxes"other than the transactions contemplated by this Agreement) that occurs on the Closing Date and after the Closing that is not in the ordinary course of HQGW business and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Preis undertaken at the direction of Buyer shall be included in the Post-Closing Tax Period (Period. The amount of other than Taxes imposed in connection with of the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Company shall be equal apportioned to the Seller Parties based on the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-portion of the taxable period up to and including the Closing Tax Period Date, and the denominator of which is the number of days in the such Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"”): (i) real, personal and intangible property Taxes ("“Property Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's ’s Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's ’s Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company Holdco to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's ’s Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company Holdco at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any that is allocable to the Pre-Closing Tax Period shall (other than i) in the case of Taxes that are imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall on a periodic basis (such as real property taxes), be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period period (limitedor in the case of such Taxes determined on an arrears basis, however, to those the amount of such Taxes attributable to for the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Dateimmediately preceding period) multiplied by a fraction, fraction the numerator of which is the number of calendar days during in the Straddle Period that are in ending before (and excluding) the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and Period and (ii) in the case of Taxes that are not described in clause (i) above (such as income Taxes, the Texas Revised Franchise Act, Taxes imposed in connection with any sale or other transfer or assignment of HQGW property, and its Subsidiaries payroll and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Sectionsimilar Taxes), be deemed to be equal to the amount that would have been payable if the taxable year or period of the Company ended on the day prior to the Closing Date. Except for federal, state and local income tax returns, the Buyer shall file, or shall cause the Company to file, any tax return relating to the Company for any Straddle Period, and the Buyer shall pay, or cause to be paid, all Taxes shown as due on any such returns. At least ten (10) days prior to filing any such return, Buyer shall provide the Sellers’ Representative with a copy of such return and a notice setting forth the calculation regarding the amount of such Taxes allocable to the Sellers under this Section 6.02(b). Sellers’ Representative shall have five (5) days to either (i) make reasonable objection to the calculation or allocation of any such Taxes to Sellers, or (ii) pay the amount shown as due from Sellers to Buyer. If reasonable objection is made, the parties shall consult and resolve in good faith any such objection, it being understood and agreed that in the absence of any resolution, any and all such objections shall be resolved by treating items in a manner consistent with the past practices with respect to such items. Payment shall be made as soon as practical thereafter. With respect to federal, state and local income tax returns, Sellers shall retain the right to file the final Form 1065 and Forms K-1 with respect to the Company for the Pre-Closing Tax Period shall be computed as if such short taxable period ended as of year ending on the close of business on day prior to the Closing Date. The indemnity obligations income of the Shareholders in respect of Taxes for a Straddle Period shall, subject Company will be apportioned to the limitations on indemnification pursuant period up to Section 5and excluding the Closing Date, equal and the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries period on or after the Closing Date, by closing the books and records of the Company on the day prior to the Closing Date (which includes any payments Date. For purposes of estimated taxes or similar amounts made by HQGW allocating and its Subsidiaries on or prior to apportioning income before and after the Closing Date Date, Buyer and any amounts Sellers shall reasonably approximate items of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) income and deduction with respect to the liability for such Taxes is required Route Cash and Accounts Receivable in accordance with the allocations set forth in Sections 2.03(c) and 6.05 of this Agreement. Sellers shall retain the authority to be filed (and if no such Tax Return is required to be filed, five days prior to control the date satisfaction of the Tax liability is required by the relevant taxing authority) final disposition or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% settlement of any refund of any Taxes of HQGW tax claim or assessment made with respect to any Pre-Closing Tax Period received by HQGWPeriod, subject to compliance with applicable law. Buyer and Sellers shall cooperate and jointly control the disposition or settlement of any of its Subsidiaries tax claim or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments assessment made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of Straddle Period. With respect to all proceedings or litigation with respect to Pre-Closing Tax Periods and Straddle Periods, Buyer and Sellers shall consult and cooperate with each other in good faith to resolve the foregoing from controversy with the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): The Seller will (i) real, personal prepare (or cause to be prepared) and intangible property Taxes file ("Property Taxes"or cause to be filed) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing all Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as Returns of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes Company and Subsidiaries for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing all Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (periods which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries end on or prior to the Closing Date and any amounts which are filed after the Closing Date, and (ii) pay all 48 Taxes of Taxes for which a reserve has been reflected on the Company Balance Sheetand Subsidiaries with respect to such Tax periods, even though the amount reflected except for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, any Taxes attributable to the applicable taxing authority). The Shareholders severallyBuyer’s 49.667% interest in a Subsidiary, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon or will reimburse Buyer within 20 days after the later of payment by the Buyer of such Taxes and the Buyer’s written notification to the Seller of such payment. In connection with the preparation of Tax Returns described in clause (i) above, other than federal, state and local income Tax Returns as to which the Company joins in a Tax Return with the Seller or its Affiliates, (A) five days the Buyer shall be afforded a reasonable amount of time to review and comment on such Tax Returns prior to filing, (B) the date on which Buyer and the Seller shall consult in good faith regarding the preparation of such Tax Return Returns, and (including C) the Seller shall incorporate in good faith any Tax Return comments of the Buyer or its tax advisors with respect to estimated Taxessuch Tax Returns. (b) With the cooperation of the Seller, the Buyer will prepare (or cause to be prepared), and will file (or cause to be filed) all Tax Returns of the Company and Subsidiaries for Tax periods which end after the Closing Date. For purposes of this Agreement, the portion of Income Tax, with respect to the income, property or operations of the Company or a Subsidiary that are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6.1(b). The portion of such Income Tax attributable to the Pre-Closing Straddle Period will be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date and all transfers of Excluded Assets were completed on or before the Closing Date. The portion of Income Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Income Tax for a Straddle Period is based on the greater of an Income Tax on net income, on the one hand, and an Income Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Income Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Income Tax liability for such Taxes the entire Straddle Period is required to be filed determined. In the case of an Income Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and if no such Tax Return is required to be filed, five days (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period. The portion of any refunds or credits relating to a Tax period that begins before and ends after the date satisfaction Closing Date will be determined as though the relevant Tax period ended on and included the Closing Date. All determinations necessary to give effect to the foregoing allocations will be made in a manner consistent with the practice of the Seller, the Company, and the Subsidiaries utilized for Tax liability is required periods prior to any Straddle Period. (c) Except as otherwise provided herein, the Buyer will be responsible for payment of and will indemnify and hold harmless the Seller and any of its Affiliates from 49 and against (i) all Tax Liabilities of the Company and Subsidiaries for any Post-Closing Straddle Period and for any Tax period that begins and ends after the Closing Date, (ii) any Loss attributable to any breach by the relevant taxing authorityBuyer or any of their Affiliates of any covenant or agreement contained in this Article 6, (iii) any additional Tax Liability of the Seller resulting from any transaction, other than any transaction or (B) ten days election contemplated by this Agreement, engaged in by the Company and Subsidiaries not in the Ordinary Course of Business occurring on the Closing Date after the receipt from RSI Buyer’s purchase of notice that such amount the Shares and (iv) all reasonable legal, accounting, appraisal, consulting or similar fees and expenses of the Seller and any of their Affiliates in contesting any Tax Liability for which the Buyer is required solely liable under this Article 6. Notwithstanding anything to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders contrary in the foregoing, the Buyer and the Seller shall equitably share all reasonable legal, accounting, appraisal, consulting or similar fees and expenses of the Buyer, the Seller and any of their respective Affiliates in contesting any Tax Liability with respect to a Straddle Period shall be appropriately adjusted to reflect Period. (d) Any Tax refunds that are received by the Buyer or its Affiliates after the Closing, and any final determination (which shall include the execution of Form 870-AD amounts credited or any successor form) with respect to offset against Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereofBuyer or its Affiliates after the Closing that are actually realized by such Persons, pay that in each case relate to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Periods of the Company and the Company’s 50.333% interest in the Subsidiaries will be for the account of the Seller. The amount or economic benefit of any refunds, credits or offsets of Taxes of the Company and Subsidiaries for any Post-Closing Tax Period received by HQGWwill be for the account of the Buyer. The amount or economic benefit of any refunds, credits or offsets of Taxes related to the Company and Subsidiaries for any taxable period that includes but does not end on the Closing Date will be equitably apportioned between the Seller and the Buyer within the later of its Subsidiaries forty-five (45) days of the Closing Date or the Surviving receipt of such refund, credit or offset. (e) All Tax Returns related to Straddle Periods will be prepared in accordance with the methodology used by the Seller in prior taxable years. The Buyer and the Seller will each provide the other with such assistance as may be reasonably requested (including making employees reasonably available to provide information or testimony) in connection with the preparation of any Tax Return or the determination of Liability for Taxes with respect to the Company at and Subsidiaries (including those Liabilities as may arise pursuant to this Article 6 relating to any time audits, disputes, administration, judicial or other Proceeding relating to Taxes). The Buyer and the Seller will, and will cause their respective Affiliates to, cooperate with each other in preparing, pursuing and complying with any claims for refunds or credits of Taxes (including refunds and refundable grants in lieu of credits) related to the Company and Subsidiaries. The Buyer and the Seller will, and will cause their respective Affiliates to, retain until the expiration of the applicable statute of limitations all Tax Returns, schedules, work papers, accounting records and other records that are owned by such Person immediately after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending and that relate to the Company and Subsidiaries; after the Closing Dateend of such period, if before disposing of any such credit is attributable Tax Returns, schedules, work papers or other records, each will give notice to a taxable period ending on or prior such effect to the Closing Dateother, any refund of estimated tax payments made on or prior and will give the other, at the other’s cost and 50 expense, a reasonable opportunity to the Closing Date remove and retain all or any application part of such payments to either a taxable period commencing after Tax Returns, schedules, work papers or other records as the Closing Date other may select. (f) If any Taxing Authority informs the Buyer or a portion the Seller of any notice of a Straddle Period that is subsequent to the Closing Dateproposed audit, and any interest received by HQGWclaim, any assessment or other dispute concerning an amount of its Subsidiaries or the Surviving Company Taxes with respect to which the other Party may incur Liability hereunder, the Party so informed will promptly notify the other Party of such matter. Such notice will contain factual information (to the extent known) describing any asserted Tax Liability in reasonable detail and will be accompanied by copies of any notice or other documents received from any Taxing Authority with respect to such matter. If a Party has knowledge of an asserted Tax Liability with respect to a matter for which it is to be indemnified hereunder and such Party fails to provide the indemnifying Party notice within ten (10) business days of the foregoing assertion of such Tax Liability, (i) if the indemnifying Party is precluded from contesting the applicable taxing authorityasserted Tax Liability in any forum as a result of the failure to give ten (10) unless (business days notice and only could have asserted in good faith that the Tax Liability should be reduced, the indemnifying Party will have no obligation to indemnify the extent) that indemnified Party for the amount of such refund for reduction, and (ii) if the indemnifying Party is not precluded from contesting the asserted Tax Liability in any forum, but such failure to provide notice within ten (10) business days results in a monetary detriment to the indemnifying Party, then any amount which the indemnifying Party is otherwise required to pay pursuant to this Agreement will be reduced by the amount of such detriment. (g) Any audits, disputes, administrative, judicial or other Proceedings related to Taxes was reflected with respect to which either Party may incur liability hereunder shall be controlled as an asset on the Company Balance Sheetprovided in Section 6.4.

Straddle Period. (a) For purposes of subparagraphs this Agreement, the portion of Tax, with respect to the income, property or operations of the Company that are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (aa “Straddle Period”) will be apportioned between the portion of the Straddle Period that ends on and includes the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period that begins on the day after the Closing Date and ends at the end of the Straddle Period (bthe “Post-Closing Straddle Period”) above, in accordance with this Section 7.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any taxable period that includes (but does not end on) the Closing Date (Taxes other than sales or use taxes, value-added taxes, employment and similar Taxes, and any Tax based on or measured by income, receipts or profits earned during a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Straddle Period and the denominator of which is the number of days in the Straddle Period; and , and (ii) in the Taxes case of HQGW any sales or use taxes, value-added taxes, employment and its Subsidiaries similar Taxes, and VANTAS any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and its Subsidiaries, respectively included the Closing Date. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. In the case of a Tax that is (other than Property Taxes and other than Taxes referred to in Section 6(ei) of this Agreement, which Taxes will be governed by such Section), paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period. (b) The Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company that are due with respect to any Straddle Period or Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGWTax Returns for which the due date (with applicable extensions) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries falls on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to before the Closing Date, and any interest received by HQGW, any of its Subsidiaries such Tax Returns shall be prepared in a manner consistent with the Company’s past practices. The Company shall pay or the Surviving Company with respect cause to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for be paid all Taxes was reflected as an asset imposed on the Company Balance Sheetshown as due and owing on such Tax Returns subject to reimbursement by the Sellers pursuant to Section 8.1 hereof.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company Holdco to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company Holdco at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For In the case of Taxes that are payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to the portion of the Straddle Period that ends on and includes the Closing Date for purposes of subparagraphs this Agreement shall be: (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): Taxes: (i) realbased upon, personal and intangible property Taxes or related to, income, receipts, profits, wages, capital, payroll or net worth; ("Property Taxes"ii) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger sale, transfer, or otherwise in connection assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with this Agreement the Closing Date; provided that exemptions, allowances or the transactions contemplated herebydeductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be equal allocated between the portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any franchise Tax or other Tax providing the right to do business shall be treated as a Tax of or imposed on the Company for a Straddle Period shall be based on the period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, the numerator of which is the number of days during in the portion of the Straddle Period that are in ending on the Pre-Closing Tax Period Date and the denominator of which is the number of days in the entire Straddle Period; and . All Taxes in the form of interest or penalties that relate to Taxes for any Tax period (iior portion thereof) ending on or before the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period Date shall be computed treated as if such taxable occurring in a Tax period ended as of the close of business (or portion thereof) that ends on or before the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5whether such items are incurred, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders accrued, assessed or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on similarly charged on, before or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. (a) For purposes of subparagraphs this Agreement, the portion of Tax, with respect to the income, property or operations of any Acquired Company that are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (aa “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (bthe “Post-Closing Straddle Period”) above, in accordance with this Section 8.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any taxable period that includes (but does not end on) the Closing Date (Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Straddle Period and the denominator of which is the number of days in the Straddle Period; and , and (ii) in the Taxes case of HQGW any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and its Subsidiaries any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on included the Closing Date. The indemnity obligations portion of the Shareholders in respect of Taxes for a Tax attributable to a Post-Closing Straddle Period shall, subject to shall be calculated in a corresponding manner. In the limitations on indemnification pursuant to Section 5, equal the excess case of (x) such Taxes for the Prea Tax 4893-Closing Tax Period over (y) the sum of 2596-7688v2 EMAIL\25717007 that is (i) the amount of such Taxes paid for the Pre-Closing Tax Period paid by the Shareholders or any privilege of their affiliates doing business during a period (other than HQGWa “Privilege Period”) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries computed based on or business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and not such Privilege Period. (b) The Seller Representative shall prepare, or cause to be prepared, at Seller’s expense all Tax Returns of any Acquired Company that are due after the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGWPeriod; provided, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including however, that for this purpose the Pre-Closing Tax Period with respect to any credit against Taxes owed income Tax Returns shall end on the Applicable Tax Year-End. All such Tax Returns shall be prepared in accordance with the past practices of the applicable Acquired Company, unless otherwise required by applicable Law. The Seller Representative shall provide such Tax Returns to the Buyer at least 30 days before the due date (including applicable extensions) for filing of any such Tax Returns for its review and comment. The Buyer shall provide any written comments to the Seller Representative not later than ten days after receiving any such Tax Return and, if the Buyer does not provide any written comments within ten days, the Buyer shall be deemed to have accepted such Tax Return. The Seller Representative and the Buyer shall attempt in good faith to resolve any dispute with respect to such Tax Return. If the Seller Representative and the Buyer are unable to resolve any such dispute at least ten days before the due date (including applicable extensions) for any taxable period ending after such Tax Return, the Closing Datedispute shall be referred to the Arbitration Firm for resolution and the fees shall be shared one-half by the Seller Representative (on behalf of all Sellers) and one-half by the Buyer. If the Arbitration Firm is unable to resolve any such dispute before the due date (including applicable extensions) for any such Tax Return, such Tax Return shall be filed reflecting the comments of the Buyer, subject to amendment, if necessary, to reflect the resolution of the dispute by the Arbitration Firm. The Buyer shall pay or cause to be paid all Taxes imposed on any Acquired Company shown as due and owing on such credit is attributable Tax Returns subject to a taxable period ending on reimbursement by the Sellers, jointly and severally, pursuant to Section 9.1 hereof. (c) The Buyer shall prepare and timely file, or prior cause to be prepared and timely filed, at the Buyer’s expense (but subject to the Closing Dateother provisions of this Section 8.1(c)), all Tax Returns of any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Acquired Company with respect to any Straddle Period. All such Tax Returns shall be prepared in accordance with the past practices of the foregoing from the applicable taxing authority) Acquired Company, unless (and only otherwise required by applicable Law. The Buyer shall provide such Tax Returns to the extentSeller Representative at least 30 days before the due date (including applicable extensions) that for filing of any such Tax Returns for its review and comment. The Seller Representative shall provide any written comments to the amount Buyer not later than ten days after receiving any such Tax Return and, if the Seller Representative does not provide any written comments within ten days, the Seller Representative shall be deemed to have accepted such Tax Return. The Seller Representative and the Buyer shall attempt in good faith to resolve any dispute with respect to such Tax Return. If the Seller Representative and the Buyer are unable to resolve any such dispute at least ten days before the due date (including applicable extensions) for any such Tax Return, the dispute shall be referred to the Accounting Firm for resolution and the fees shall be shared one-half by the Seller Representative (on behalf of all Sellers) and one-half by the Buyer. If the Accounting Firm is unable to resolve any such refund dispute before the due date (including applicable extensions) for any such Tax Return, such Tax Return shall be filed as prepared by the Buyer, subject to amendment, if necessary, to reflect the resolution of the dispute by the Accounting Firm. The Buyer shall pay or cause to be paid all Taxes was reflected imposed on any Acquired Company shown as an asset due and owing on such Tax Returns subject to reimbursement by the Company Balance SheetSellers, jointly and severally, pursuant to Section 9.1 hereof.

Straddle Period. For all purposes under this Agreement (including the determination of subparagraphs (a) and (b) aboveany Tax Refund), in the case of any taxable period that includes (but does not end on) the Closing Date (each, a "“Straddle Period"): ”), the portion of such Tax which relates to the portion of such taxable period ending on (and including) the Closing Date shall (i) real, personal and intangible property in the case of any Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed described in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated herebyclause (ii) shall below, be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-taxable period ending on (and including) the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; and entire taxable period and (ii) in the case of any Tax based upon or related to income, sales, withholding, payroll, or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended at the end of the Closing Date and, in the case of any such Taxes that are attributable to the ownership of HQGW and its Subsidiaries and VANTAS and its Subsidiariesany equity interest in a partnership, respectively other “flow-through” entity or “controlled foreign corporation” (other than Property Taxes and other than Taxes referred to in within the meaning of Section 6(e957(a) of this Agreement, which Taxes will be governed by such Sectionthe Code or any comparable U.S. state or local or foreign Law), for the Pre-Closing Tax Period shall be computed as if such the taxable period of that entity ended as of the close of business on the Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner); provided, that any transactions consummated at the direction of the Buyer at or following the Closing that are not in the ordinary course of business and not contemplated by this Agreement and that give rise to any item of income or gain for any of the Acquired Companies shall be considered to be attributable to the portion of the Straddle Period that commences on the day following the Closing Date. The indemnity obligations In the case of the Shareholders in respect any Taxes of Taxes any Acquired Company for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period that have been paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments and that were not taken into account in the final determination of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made Net Working Capital pursuant to this paragraph by Agreement, Buyer shall reimburse the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes Seller for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetTaxes.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes of the Company and its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes for any Tax period ending on or before the Closing Date and that portion of any Tax period through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any such periods together the “Pre-Closing Period”) shall: (a) in the case of Taxes that are based upon or related to income, payroll, sales or receipts or any other Tax Period not described in clause (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated herebyb) shall below, be equal to the amount that would be payable if the tax year or period ended at the close of such Property business on the Closing Date; and (b) in the case of Taxes that are imposed on a periodic basis with respect to the business or assets of HQGW the Company and its Subsidiaries or otherwise measured by the level of any item (e.g., real and VANTAS and its Subsidiariespersonal property taxes), respectively, be deemed to be the amount of such Taxes for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in ending on the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesprovided that exemptions, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period allowances or deductions that are calculated on an annual basis shall be computed apportioned on a per diem basis. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as if such a short taxable period ended ending as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations unless such election has an adverse effect on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetparty.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (but does not end on) the Closing Effective Date (( a "“Straddle Period"): (i) real”), personal and intangible property the amount of any Taxes ("Property Taxes") based on or measured by income or receipts of HQGW Company and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed or in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) of property for the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Pre-Effective Date Tax Period shall be equal determined based on an interim closing of the books as of the close of business on the Effective Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period that relates to the Pre-Effective Date Tax Period shall be deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, fraction the numerator of which is the number of days during in the taxable period ending on the Effective Date and the denominator of which is the number of days in such Straddle Period that are in Period. Notwithstanding the foregoing, all Taxes attributable to the Pre-Closing Restructuring shall be allocated solely to the Pre-Effective Date Tax Period and shall be the sole obligation of Seller. In the case of any Straddle Period, the amount of any Taxes based on or measured by (i) income or receipts of Company and its Subsidiaries or (ii) in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) of any property, for all taxable periods ending after the Effective Date and the portion after the Effective Date for any taxable period that includes (but does not end on) the Effective Date (“Post- Effective Tax Period”) shall be based on an interim closing of the books of Company as of the close of business on the Effective Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period that related to the Post- Effective Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period beginning on the day after the Effective Date and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (includes, but does not end on) , the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of all Company Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any attributable to the Pre-Closing Tax Period shall (other than a) in the case of any Taxes based on or measured by net income or gross receipts of the Company (including but not limited to federal income Tax and Texas “margin” or franchise Tax), and any Taxes imposed in connection with a sale or other disposition of property or other specifically identifiable transaction or event, be determined based on an interim closing of the Merger or otherwise in connection with this Agreement or books as of the transactions contemplated hereby) close of business on the Closing Date (provided that any exemptions, allowances, and deductions that are calculated on an annual basis shall be equal apportioned between the period ending on the Closing Date and the period after the Closing Date based on the number of days in each such period), and (b) in the case of any other Taxes of the Company (including but not limited to franchise Taxes determined on the basis of Taxable capital or assets and ad valorem Taxes such as real and other property Taxes), be deemed to be the product of the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is shall be the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which shall be the total number of days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes . No election will be governed made under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate income to a Straddle Period. Each Party hereby acknowledges and agrees that all payments made in exchange for In-the-Money Company Options hereunder, and all Noncompete Amounts, employee bonus payments, other compensation payments and Transaction Expenses paid or accrued by such Section)the Company on or before the Closing Date, for shall be allocated to (and treated as incurred during) the Pre-Closing Tax Period Period, and shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes not take any contrary positions for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return purpose (including in connection with the filing of any Tax Return or any audit, litigation or other proceeding with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet).

Straddle Period. For purposes of subparagraphs (a) and (b) above, in the case In order to apportion appropriately any Taxes of any of the Purchased Entities relating to any taxable year or period that includes (but does not end on) begins on or before the Closing Date and ends after the Closing Date (a "“Straddle Period"): (i) real”), personal the parties hereto will, to the extent permitted under applicable Legal Requirements, elect with the relevant Governmental Authority to treat for all purposes the Closing Date as the last day of the taxable year or period of each of the Purchased Entities, and intangible property Taxes ("Property Taxes") the portion of HQGW such Straddle Period ending on the Closing Date will be treated as a short taxable year and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any a “Pre-Closing Period” for purposes of this Section 7.7. In any case where applicable Legal Requirements do not permit one or more of the Purchased Entities to treat the Closing Date as the last day of the taxable year or period with respect to Taxes that are payable with respect to a Straddle Period, the portion of any such Tax that is allocable to the portion of the Straddle Period ending on the Closing Date will be: 7.7.1.1. in the case of Taxes other than Taxes described in Section 7.1 or subparagraph 7.7.1.2 below, the amount of Tax which would have been payable had the relevant taxable year or period of the relevant Purchased Entity ended on the Closing Date (except that, any Taxes attributable to sales, distributions or other transactions (other than transactions in the Ordinary Course of Business) that accrue on the Closing Date, but after the Closing, will be treated as allocable to the portion of the Straddle Period beginning on the day after the Closing Date); and 7.7.1.2. in the case of Taxes that are imposed in connection with on a periodic basis and measured by the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall level of any item, deemed to be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in for the Pre-relevant Purchased Entity ending on the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), Period for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetPurchased Entity.

Straddle Period. For purposes of subparagraphs this Agreement, any Taxes relating to the Acquired Assets or the conduct or operation of the AirCard Business (aexcluding, for the avoidance of doubt, any income or gross receipts Tax) and (b) abovefor a Tax Period that includes, in the case of any taxable period that includes (but does not end on, the Closing (a “Straddle Period” and - 67 - such Taxes, “Straddle Period Taxes”) shall be apportioned between the applicable Seller, on the one hand, and the applicable Buyer, on the other hand, based on the portion of the period ending at 11:59 p.m. on the Closing Date and the portion of the period beginning on the day after the Closing Date, respectively. The amount of Taxes shall be allocated between portions of a Straddle Period in the following manner: (a) in the case of a "Tax imposed in respect of property and that applies ratably to a Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period in question multiplied by a fraction, the numerator of which is the total number of days during the in such portion of such Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the such Straddle Period; and , and (iib) in the case of sales, value-added and similar transaction-based Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Transfer Taxes and other than Taxes referred to in allocated under Section 6(e) of this Agreement, which Taxes will be governed by such Section10.2), for the Pre-Closing Tax Period such Taxes shall be computed as if such taxable period ended as allocated to the portion of the close of business on Straddle Period in which the Closing Daterelevant transaction occurred. The indemnity obligations of the Shareholders in respect of Taxes for a Party required by Law to pay any such Straddle Period shall, subject Tax (the “Paying Party”) shall prepare and the other Party shall cooperate in the preparation and filing of such Tax Return. Any Tax Return for Straddle Period Tax prepared by the Paying Party pursuant to this section shall be made available to the limitations on indemnification pursuant to Section 5, equal the excess of other Party at least ten (x10) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no Business Days before such Tax Return is required due to be filed, five days prior to . The Paying Party shall file such Tax Return within the date satisfaction time period prescribed by Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Tax liability is required by Paying Party hereunder, the relevant taxing authorityPaying Party shall provide the other party (the “Non-Paying Party”) or with notice of payment details, within ten (B10) ten days after of receipt of such notice of payment, the receipt from RSI Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s shares of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetTaxes.

Straddle Period. For purposes Taxes for any Tax period of subparagraphs (a) and (b) above, in the case of any taxable period Target Companies that includes (but does not end on) on the Closing Date (a "“Straddle Period"): ”) shall be allocated for all purposes of this Agreement (i) to the Sellers for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis ("Property “Per Diem Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Target Companies for any Pre-Closing Tax a Straddle Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to allocated between the amount periods described in clauses (i) and (ii) of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by preceding sentence on a fraction, the numerator of which is per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the Pre-preceding sentence as if such Tax period ended as of the end of the Closing Tax Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Eastern time on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Straddle Period; and (ii) Ordinary Course of Business that are taken after the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted allocated to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes that are payable with respect to a taxable period that includes (but does not end on) begins before and ends after the Closing Date (each such period, a "“Straddle Period"): (i) real”), personal and intangible property the portion of any such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any that are treated as relating to a Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with for purposes of this Agreement shall be: (a) in the case of Taxes that are imposed on a periodic basis (such as such as real property Taxes or other ad valorem Taxes), the transactions contemplated hereby) determination of the Taxes of each Company for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be equal calculated by allocating to the amount of such Property Taxes of HQGW periods before and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to after the Closing Date) multiplied by a fractionDate pro rata, the numerator of which is based on the number of days during of the Straddle Period that are in the Pre-period before and ending on the Closing Tax Period Date, on the one hand, and the denominator of which is the number of days in the Straddle Period; and (ii) Period in the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if on the other hand; and (b) Taxes of each Company not described in Section 6.04(a) (such credit is attributable as (i) Taxes based on the income or receipts of either Company for a Straddle Period, (ii) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Taxes described in Section 6.01(b)), and (iii) withholding and employment Taxes relating to a taxable period Straddle Period), the determination of the Taxes of either Company for the portion of the Straddle Period ending on or prior to and including, and the Closing Dateportion of the Straddle Period beginning and ending after, any refund of estimated tax payments made on or prior to the Closing Date or any application shall be calculated by assuming that the Straddle Period consisted of such payments to either a two taxable period commencing after periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date and items of income, gain, deduction, loss or a portion credit of a either Company for the Straddle Period that is subsequent to shall be allocated between such two taxable years or periods on a “closing of the books basis,” as if the books of each Company was closed at the close of the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless Date (and only for such purpose, the taxable period of any partnership or other pass-through entity in which either Company holds a beneficial interest shall be deemed to the extent) that the amount of terminate at such refund for Taxes was reflected as an asset on the Company Balance Sheettime).

Straddle Period. For purposes Taxes for any Tax period of subparagraphs (a) and (b) above, in the case of any taxable period Target Companies that includes (but does not end on) on the Closing Date (a "“Straddle Period"): ”) shall be allocated for all purposes of this Agreement (i) to the Seller for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis ("Property “Per Diem Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Target Companies for any Pre-Closing Tax a Straddle Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to allocated between the amount periods described in clauses (i) and (ii) of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by preceding sentence on a fraction, the numerator of which is per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the Pre-preceding sentence as if such Tax period ended as of the end of the Closing Tax Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Mountain time on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Straddle Period; and (ii) Ordinary Course of Business that are taken after the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted allocated to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes The portion of subparagraphs real and personal property Taxes attributable to any of the Purchased Assets (a“Property Taxes”) and (b) above, in the case of for any taxable period that includes (which includes, but does not end on) , the Closing Date (a "“Straddle Period"): ”) shall be apportioned between the portion of such taxable period through the end of the Closing Date (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any the “Pre-Closing Period”) and the portion of such taxable period beginning on the day after the Closing Date (the “Post-Closing Period”) as provided in this Section 3.2(b). The portion of any such Straddle Period Property Tax attributable to the Pre-Closing Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-taxable period ending on the Closing Tax Period Date and the denominator of which is the total number of days in the relevant Straddle Period; and (ii) the Taxes of HQGW . The GTI Group Members shall be jointly and severally liable for and shall hold Purchaser and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Affiliates harmless against the portion of any such Straddle Period Property Taxes and other than Taxes referred apportioned to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period in accordance with this Section 3.2(b). The LTS Group Members shall be computed as if jointly and severally liable for and shall hold the Sellers and their Affiliates harmless against the portion of any such taxable period ended as of Straddle Period Property Taxes apportioned to the close of business on the Post-Closing DatePeriod in accordance with this Section 3.2(b). The indemnity obligations GTI Group Members shall pay to Purchaser or the LTS Group Members shall pay to the Sellers, as the case may be, any portion of the Shareholders in respect of Straddle Period Property Taxes for a Straddle Period shall, subject to the limitations on indemnification which they are liable pursuant to this Section 3.2(b) within five (5, equal the excess ) days of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum their receipt of (i) written notice of the amount of such Straddle Period Property Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior attributable to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetperiod.

Straddle Period. The Buyers shall duly prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns required to be filed by each of the Company and the Subsidiaries for any Taxable Period which includes but does not end on the Auburn Closing Date (a "STRADDLE PERIOD"). For purposes of subparagraphs (a) and (b) abovethis Agreement, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal Taxes of each of the Company and intangible property Taxes the Subsidiaries ("Property TaxesPRE-CLOSING STRADDLE TAX LIABILITY") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Straddle Period shall shall, where possible, be computed as if such taxable period ended as of the close of business on the Auburn Closing Date. The indemnity obligations For purposes of the Shareholders in respect of Taxes for foregoing, any items attributable to a Straddle Period shall, subject which cannot be taken into account in the manner so provided shall be allocated to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Straddle Period over (y) the sum for purposes of (i) the amount of such Taxes for determining the Pre-Closing Straddle Tax Liability, pro rata, based upon the number of days in the Pre-Closing Straddle Period, as compared to the total number of days in the Straddle Period, provided that if any Straddle Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) Tax is based on income, then such allocation shall be based upon the amount of net income of each of the Company or the Subsidiaries, as the case may be, during such Taxes paid by HQGW and its Subsidiaries on or prior Pre-Closing Straddle Period as compared to the total net income in the Straddle Period. For the avoidance of doubt, Taxes or items attributable to the cancellation of intercompany loans or indebtedness pursuant to Section 1.4 shall be allocated to the Pre-Closing Date Straddle Period. Furthermore, for the avoidance of doubt, Taxes imposed on the Buyer (which includes or Buyer Affiliate) pursuant to Code Section 951 (or any payments of estimated taxes analogous or similar amounts made by HQGW and its Subsidiaries on state or prior local law or regulation) shall be allocable to the Pre-Closing Date and any amounts of Straddle Period in an amount equal to the Taxes for which a reserve has been reflected would be imposed on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, pursuant to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of Code Section 951 (A) five days prior to the date on which the Tax Return (including or any Tax Return with respect to estimated Taxesanalogous or similar state or local law or regulation) with respect to the liability for such Taxes is required to be filed Subsidiaries as if the Auburn Closing Date were the last day of each Subsidiary's taxable year (and taking into account Code Section 951(a)(2)(B)) (a "HYPOTHETICAL TAX PERIOD"), and computed as if no such Hypothetical Tax Return is required to be filed, five days prior to the date satisfaction Period ended as of the Tax liability is required by close of business on the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant heretoAuburn Closing Date. The payments to be made pursuant to this paragraph by the Shareholders with respect to Unless otherwise indicated, a Pre-Closing Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any treated as a "Pre-Closing Tax Period received by HQGW, any Period" for purposes of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetAgreement.

Straddle Period. For purposes of subparagraphs (a) and (b) aboveeach Acquired Company, in the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of any Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, such Acquired Company based upon or measured by net income or gain for any the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which such Acquired Company holds a beneficial interest will be deemed to terminate at such time). The amount of Taxes for a Straddle Period, other than Taxes imposed in connection with of such Acquired Company based upon or measured by net income or gain, which relate to the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall Pre-Closing Tax Period will be equal deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-taxable period ending on the Closing Tax Period Date and the denominator of which is the number of days in the such Straddle Period; and (ii) . To the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), extent any Tax Return for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a any Straddle Period shallis reasonably expected to result in the Sellers being liable for any amount, subject including under this Agreement or to any Governmental Authority, the limitations on indemnification pursuant to Section 5, equal Buyer shall provide the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount Sellers’ Representative with a draft of such Taxes Straddle Period Tax Return no later than ten (10) days before the due date for the Pre-Closing Tax filing such Straddle Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any taking into account valid extensions) for the Sellers’ Representative’s review and comment, and the Buyer shall incorporate the Sellers’ Representative’s reasonable comments. Such Straddle Period Tax Return Returns shall be prepared in accordance with respect to estimated Taxes) applicable Legal Requirements and this Agreement and shall be prepared, and each item thereon treated, in a manner consistent with past practices of the Acquired Companies, if any, employed with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filedapplicable Acquired Company, five days prior to the date satisfaction of the Tax liability is except as otherwise required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant heretoapplicable Legal Requirements. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.96760364_21

Straddle Period. For purposes of subparagraphs (a) and (b) aboveOther than with respect to any Purchased Company that is a Canadian entity, in the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the portion of any Taxes ("Property Taxes") relating to or of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement Transferred Assets or the transactions contemplated hereby) Purchased Companies that are allocable to the portion of the Straddle Period ending on the Closing Date shall be equal to (x) in the case of Taxes that are imposed on a periodic basis, the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Straddle Period ending on (limitedand including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (y) in the case of Taxes not described in (x), howeverthe amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books (and for such purpose, the taxable period of any “controlled foreign corporation”, partnership or “flow-through” entity in which the Purchased Companies hold a beneficial interest will be deemed to those Taxes attributable terminate at such time). For purposes of clause (y) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the assets portion of HQGW and its Subsidiaries and VANTAS and its Subsidiariesthe Straddle Period ending on the Closing Date on a pro rata basis, respectively, owned prior determined by multiplying the entire amount of such item allocated to the Closing Date) multiplied Straddle Period by a fraction, the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in ending on (and including) the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the entire Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with With respect to any Pre-Closing Tax Period received by HQGWPurchased Company that is a Canadian entity, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for “Straddle Period” shall mean any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on that includes (but does not begin or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to end on) the Closing Date, and a methodology equivalent to that described above in this Section 5.9(i) shall apply in determining the portion of any interest received by HQGW, any Taxes relating to or of its Subsidiaries the Transferred Assets or the Surviving Company with respect Purchased Companies that are allocable to any the portion of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset Straddle Period ending on the Company Balance Sheetday immediately preceding the Closing Date.

Straddle Period. For purposes To the extent permissible under applicable Laws, the Parties agree to elect (and have BrandCo and LicenseCo elect) to have the Tax year of subparagraphs BrandCo and LicenseCo end on the Initial Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that BrandCo and LicenseCo are required to file a Tax Return for a Straddle Period, to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Initial Closing Date: (ai) and (b) above, in the case of any taxable period that includes (but does not end on) property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Initial Closing Date (a "Straddle Period"): (i) real, personal and intangible property shall equal the Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-portion of the period ending on 12:01 a.m. Eastern Standard Time of the Initial Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and , and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively the Straddle Period ending on the Initial Closing Date shall be determined as if BrandCo or LicenseCo filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on 12:01 a.m. Eastern Standard Time on the Initial Closing Date using a “closing of the books methodology.” Seller will pay to Buyer within fifteen (other than Property Taxes and other than Taxes referred to in Section 6(e15) of this Agreement, days after the date on which Taxes will be governed are paid by Buyer with respect to such Section), for periods an amount equal to the portion of such Taxes which relates to the portion of such Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the or Pre-Closing Tax Straddle Period over (y) ending at the sum Initial Closing Date, such as the case may be. For the avoidance of doubt, the Parties acknowledge and agree that (i) the amount any and all Tax liabilities of such Taxes LicenseCo for the Preperiod commencing on the Initial Closing Date and ending on the Change-in-Control Closing Tax Period paid by Date shall be the Shareholders or any sole and exclusive obligation of their affiliates (other than HQGW) at any time and the Buyer, (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior pursuant to the Closing Date (which includes any payments terms of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior the Support Agreements, the counterparty thereto is obligated to ensure that LicenseCo has sufficient cash available to make appropriate Tax distributions to the Closing Date equity holders of LicenseCo, and any amounts (iii) to the extent such equity holders have not received sufficient cash from LicenseCo to make full payment of the applicable Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected due for such reserve has not yet been paidperiod, based on Buyer shall indemnity and hold harmless each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetPerson.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"): (i) real”), personal and intangible property the amount of any income Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other than pass-through entity in which Company holds a beneficial interest shall be deemed to terminate at such time). In the case of Taxes that are payable with respect to any Straddle Period of the Company, for purposes of allocating such Taxes between that portion of the Straddle Period ending on or before the Closing Date (the “Pre-Closing Date Straddle Period”) and that portion of the Straddle Period beginning after the Closing Date (the “Post-Closing Date Straddle Period”), the portion of such Taxes related to the Pre-Closing Date Straddle Period will be deemed to be: (A) in the case of income Taxes, franchise and margin Taxes, Taxes measured in whole or in part by reference to gross revenues or receipts, excise, employment, gross receipts and other similar Taxes, sales and use Taxes and Taxes imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), equal to the Merger amount that would be payable if the taxable year of the Company terminated based on an interim closing of the books as of the Closing Date, and based on accounting methods, elections and conventions that do not have the effect of distorting income and expenses; provided that exemptions, allowances or otherwise in connection with this Agreement or the transactions contemplated herebydeductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period; and (B) in the case of Taxes that are imposed on a periodic basis with respect to the assets or capital of the Company, equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limitedor, howeverin the case of such Taxes determined on an arrears basis, to those the amount of such Taxes attributable to for the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiariesimmediately preceding period), respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Date Straddle Period and the denominator of which is the number of days in the Straddle Period; and (ii) . All determinations necessary to give effect to the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes foregoing allocations will be governed by such Section), for made in a manner consistent with the Pre-Closing Tax Period shall be computed as if such taxable period ended as past practice of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) such items, unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetotherwise required by Applicable Law.

Straddle Period. For Subject to Section 6.5(c), the parties agree to treat (and to cause the Company and each of its Subsidiaries to treat) each Tax year of the Company and each of its Subsidiaries as ending at the end of the day on the Closing Date, unless such election is not permitted in a jurisdiction under applicable Law. If any Tax year of the Company or any Subsidiary does not end at the end of the day on the Closing Date pursuant to the preceding sentence (each, a “Straddle Period”), the, with respect to any specific Tax that the Company or any Subsidiary is required to file a Tax Return for a Straddle Period, the parties agree to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending at the end of the day on the Closing Date (including for purposes of subparagraphs preparing any Tax Returns and Refund Forms in accordance with Section 6.5(b)): (ai) and (b) above, in the case of any taxable period that includes (but does not property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending at the end on) of the day on the Closing Date (a "Straddle Period"): (i) real, personal and intangible property shall equal the Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-portion of the period ending at the end of the day on the Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) in the case of all other Taxes (including income Taxes, Sales Taxes, employment Taxes and withholding Taxes), the amount attributable to the portion of such Taxes paid by HQGW and its Subsidiaries the Straddle Period ending at the end of the day on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on shall be determined as if the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including or any Subsidiary filed a separate Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days portion of the receipt thereof, pay to each Straddle Period ending at the end of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after day on the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to using a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any “closing of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetbooks methodology”.

Straddle Period. For purposes of subparagraphs apportioning liability for Taxes of any Acquired Entity in connection with any Straddle Period: (a) in the case of Taxes, directly or indirectly, based upon or related to income, receipts or specific transactions (including any Taxes imposed on an Acquired Entity under Sections 951 or 951A of the Code with respect to any entity that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code), the amount of any such Taxes allocable to the portion of the taxable period ending on (and including) the Closing Date shall be determined based on an interim closing of the books of the applicable Acquired Entity as of the close of business on the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) for property placed in service on or prior to the Closing Date that otherwise would be includible in the portion of the Straddle Period ending on (and including) the Closing Date based on such closing of the books shall be allocated between the portion of the Straddle Period ending on (and including) 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 portion of the Straddle Period; and (b) above, in the case of any taxable period that includes Taxes other than Taxes described in clause “(but does not end ona),” the amount of such Taxes allocable to the portion of the Straddle Period ending on (and including) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the product of: (i) the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period period; and (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Dateii) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-period ending on (and including) the Closing Tax Period Date, and the denominator of which is the number of calendar days in the Straddle Periodentire period; and (ii) the provided, however, that any employer payroll Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries that have been deferred on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior pursuant to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD CARES Act or any successor form) similar provision of any Legal Requirement with respect to Taxes for shall be allocated to the portion of the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date ending on (including for this purpose any credit against Taxes owed for any taxable period ending after and including) the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) abovethis Agreement, in the case of any taxable Taxes of the Companies that are payable with respect to any Tax period that includes (but does not end on) begins before and ends after the Closing Date (a "“Straddle Period"): ” ), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) realin the case of Taxes that are either (x) based upon or related to income or receipts, personal and intangible property Taxes or ("Property Taxes"y) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger any sale, transfer or otherwise in connection with this Agreement assignment or the transactions contemplated hereby) shall any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Companies or otherwise measured by the level of any item, be deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limitedor, howeverin the case of such Taxes determined on an arrears basis, to those the amount of such Taxes attributable to for the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Dateimmediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days during in the portion of the Straddle Period that are in ending on the Pre-Closing Tax Period Date and the denominator of which is the number of calendar days in the entire Straddle Period; and . For purposes of clause (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(ei) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period Section 10.2.3 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as if such a short taxable period ended ending as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes Taxes for any Tax period of subparagraphs (a) and (b) above, in the case of any taxable period Target Companies that includes (but does not end on) on the Closing Date (a "“Straddle Period"): ”) shall be allocated for all purposes of this Agreement (i) to the Seller for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis ("Property “Per Diem Taxes"”) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, the Target Companies for any Pre-Closing Tax a Straddle Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to allocated between the amount periods described in clauses (i) and (ii) of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by preceding sentence on a fraction, the numerator of which is per diem basis based on the number of days during the Straddle Period ending with and including the Closing Date and number of days during the Straddle Period commencing on the day after the Closing Date, and (B) Taxes that are not Per Diem Taxes, including Income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the Pre-preceding sentence as if such Tax period ended as of the end of the Closing Tax Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending as of 11:59 p.m. Central time on the Closing Date and the denominator of which is period after the Closing Date in proportion to the number of days in each such period; and provided, further, that any Taxes attributable to any actions not in the Straddle Period; and (ii) Ordinary Course of Business that are taken by the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on Buyer after the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments which, for the avoidance of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentagedoubt, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall not include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authorityactions set forth in Section 7.08) unless (and only shall be allocated to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance SheetBuyer.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes that are payable with respect to a taxable period that includes (but does not end on) begins before and ends after the Closing Date (each such period, a "Straddle Period"):), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of this Agreement shall be: (i) real, personal and intangible property in the case of Taxes ("Property Taxes"x) of HQGW and its Subsidiaries and VANTAS and its Subsidiariesbased upon, respectivelyor related to, for any Pre-Closing Tax Period income, receipts, profits, wages, capital or net worth, (other than Taxes y) imposed in connection with the Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(z) shall required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (ii) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; andentire period. (iib) the Taxes of HQGW Buyer shall prepare or cause to be prepared, and its Subsidiaries and VANTAS and its Subsidiariesfile or cause to be filed, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), all income Tax Returns for the Pre-Closing Company for all Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries periods that begin on or prior to before and end after the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership PercentageTax period, to the applicable taxing authoritya "Straddle Period" and each such Tax Return, a "Straddle Period Income Tax Return"). The Shareholders severally, based on each such Shareholder's Ownership Percentage, All Straddle Period Income Tax Returns shall initially pay such excess to RSI upon be prepared consistent with the later past practice of the Company. At least thirty (A30) five days prior to the date on which the any Straddle Period Income Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no taking into account any valid extensions), Buyer shall submit such Straddle Period Income Tax Return is required to be filed, five days prior to and a pro forma income Tax Return for the date satisfaction portion of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after ending on the Closing Date (including a "Pro Forma Return"), to Seller for this purpose Seller's review. Seller shall provide written notice to Buyer of its disagreement with any credit against Taxes owed for any taxable period ending after the Closing Date, if items in such credit is attributable to a taxable period ending on Straddle Period Income Tax Return or prior to the Closing Date, any refund related Pro Forma Return within fifteen (15) Business Days of estimated tax payments made on or prior to the Closing Date or any application its receipt of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent Income Tax Return or related Pro Forma Return, and if Seller fails to the Closing Dateprovide such notice, such Straddle Period Income Tax Return, and any interest received related Pro Forma Return, shall become final and binding upon the parties hereto, and Buyer shall timely and properly file such Straddle Period Income Tax Return. If Buyer and Seller are unable to resolve any dispute regarding any Straddle Period Income Tax Return or related Pro Forma Return within five (5) Business Days after Seller delivers such notice of disagreement, then the dispute will be finally and conclusively resolved by HQGW, any of its Subsidiaries or the Surviving Company Accounting Firm in accordance with respect to any of the foregoing from the applicable taxing authoritydispute resolution procedure set forth in Section 6.01(a) unless (and only with all references therein to the extent) that "Draft Pre-Closing Income Tax Return" being deemed references to the amount of such refund for Taxes was reflected as an asset on Straddle Period Income Tax Return and the Company Balance Sheetrelated Pro Forma Return.

Straddle Period. For purposes of subparagraphs determining the Taxes for which the Indemnifying Stockholders are liable under Section 6.2(a)(iii)(A) (a) Indemnification), Taxes for which the Company and (b) above, in the case of its Subsidiaries are liable for any taxable period that includes (but does not end on) ending after and including the Closing Date (a "“Straddle Period"): ”) shall be allocated to the portion of the period ending on the Closing Date as follows: (i) real, with respect to real and personal and intangible property Taxes ("Property and other similar periodic Taxes") , the amount allocable to the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-the period ending on the Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Date shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the such entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-portion of such Straddle Period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; and and (ii) with respect to all other Taxes, the Taxes amount allocable to the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-period ending on the Closing Tax Period Date shall be computed determined based on an actual closing of the books used to calculate such Taxes as if such taxable tax period ended as of the close of business on the Closing Date. The indemnity obligations Date (and for such purpose, the tax period of any partnership or other pass-through entity in which the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders Company or any of their affiliates (other than HQGW) its Subsidiaries holds a beneficial interest shall be deemed to terminate at any time and such time). In the case of clause (ii) the amount of such Taxes paid by HQGW ), exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and its Subsidiaries on or prior to amortization deductions computed as if the Closing Date (which includes any payments was the last day of estimated taxes or similar amounts made by HQGW and its Subsidiaries the Straddle Period) shall be allocated between the portion of the Straddle Period ending on or prior to the Closing Date and any amounts the portion of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though Straddle Period thereafter in proportion to the amount reflected for such reserve has not yet been paid, based on number of days in each such Shareholder's Ownership Percentage, to the applicable taxing authority)portion. The Shareholders severally, based Company shall elect to close the books on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any to treat such taxable period ending after the Closing Dateyear as two separate taxable years. The first taxable year shall begin on January 1, if such credit is attributable to a taxable period ending 2016 and end on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset second taxable year shall begin on the Company Balance SheetClosing Date and end on December 31, 2016.

Straddle Period. For purposes of subparagraphs (a) and (b) --------------- above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company Holdco to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company Holdco at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company Holdco with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes To the extent permitted by applicable Law, the Parties agree to cause state and local Tax Periods of subparagraphs the Companies to be closed at the close of business on the Closing Date. In the event applicable Law does not permit the closing of any such period, the allocation of Tax liability for any Straddle Period shall be made as follows: (ai) and (b) above, in the case of any taxable period that includes Taxes imposed on a periodic basis and not based on income (but does not end on) such as real or personal property Taxes), the Closing Date (a "Straddle Period"): (i) real, personal and intangible property portion of such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to any Pre-Closing Tax Period (other than Taxes imposed included in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Straddle Period shall be equal to the amount product of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; and provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period and (ii) in the case of all other Taxes, the portion of such Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred attributable to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed determined, if reasonably feasible, from the books and records of the Companies as if such though the taxable year or period ended as of the Companies terminated at the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Subsidiaries and Transferred Joint Ventures and their respective Subsidiaries that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent not permitted or required by applicable Law, for all purposes of subparagraphs (a) and (b) abovethis Agreement, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): , (ia) real, personal and intangible property Property Taxes ("Property Taxes") of HQGW and its the Transferred Subsidiaries and VANTAS and its Subsidiaries, respectively, for or any of the Designated Joint Ventures or their respective Subsidiaries allocable to the Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period; and , and (iib) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred described in the preceding clause (a)) of, or attributable to, each of the Transferred Subsidiaries, Designated Joint Ventures or any of their respective Subsidiaries allocable to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations end of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations day on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and the taxable year of any interest received partnership, other pass-through entity or any “controlled foreign corporation” within the meaning of Section 957 of the Code that is or is owned by HQGWa Transferred Subsidiary, Designated Joint Ventures or any of its their respective Subsidiaries directly or indirectly, shall be deemed to end at the Surviving Company end of the Closing Date for such purposes (utilizing, with respect to any a partnership or other pass-through entity the “calendar day” convention of an interim Closing of the foregoing from books in accordance with Section 706 of the applicable taxing authorityCode and the Treasury Regulations issued thereunder); provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) unless (shall be allocated between the period ending on the Closing Date and only the period beginning after the Closing Date in proportion to the extent) that the amount number of such refund for Taxes was reflected as an asset on the Company Balance Sheetdays in each period.

Straddle Period. For In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing Taxes for purposes of subparagraphs this Agreement shall be: (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): (i) realTaxes based upon, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiariesor related to, respectivelyincome or receipts, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the entire period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the 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 . In the case of any Tax based upon or measured by capital (iiincluding net worth or long-term debt) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesor intangibles, respectively (other than Property Taxes and other than Taxes referred any amount thereof required to in be allocated under this Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period 6.03 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and the Subsidiaries. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as if such a short taxable period ended ending as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes To the extent permitted by applicable Law, the parties hereto agree to cause state and local Tax Periods of subparagraphs the Acquired Companies to be closed at the close of business on the Closing Date. In the event applicable Law does not permit the closing of any such period, the allocation of Tax liability for any Straddle Period shall be made as follows: (ai) and (b) above, in the case of any taxable period that includes Taxes imposed on a periodic basis and not based on income (but does not end on) such as real or personal property Taxes), the Closing Date (a "Straddle Period"): (i) real, personal and intangible property portion of such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to any Pre-Closing Tax Period (other than Taxes imposed included in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Straddle Period shall be equal to the amount product of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for attributable to the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; and provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period; and (ii) in the case of all other Taxes, the portion of such Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred attributable to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed determined, if reasonably feasible, from the books and records of the Company, the Seller Parties and their Subsidiaries as if such though the taxable year or period ended as of the Company, the Seller Parties and their Subsidiaries terminated at the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For Except for Transfer Taxes, Buyer Acquired Aircraft Taxes and Seller Acquired Aircraft Taxes, which shall be borne pursuant to Sections 6.6(b) and 6.6(e), for purposes of subparagraphs (a) and (b) abovethis Agreement, in the case of any taxable Taxes that are attributable to a Taxable period that includes (but does not end on) begins on or before the Closing Date and ends after the Closing Date (a "“Straddle Period"): (i”) real, personal and intangible property Taxes ("Property Taxes") will be apportioned between the portion of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal to the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are extends from before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6.6(c). All personal property, real property and other ad valorem Taxes (other than Transfer Taxes, Buyer Acquired Aircraft Taxes and Seller Acquired Aircraft Taxes) levied with respect to the Acquired Assets for any Straddle Period shall be apportioned between the Pre-Closing Tax Period Straddle Period, on the one hand, and the denominator of which is the number of days in the Post-Closing Straddle Period; and (ii) , on the other hand, on a per diem basis, and all other Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred with respect to in Section 6(e) of this Agreement, which Taxes will the Acquired Assets for any Straddle Period shall be governed by such Section), for allocated between the Pre-Closing Tax Straddle Period shall be computed as if such and the Post-Closing Straddle Period on an interim closing of the books method assuming the taxable period ended ends as of the close end of business the day on the Closing Date. The indemnity obligations of ; provided, that exemptions, allowances and deductions that are calculated on a time basis (including depreciation and amortization deductions) shall be allocated between the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations period ending on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time period beginning after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to on a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetper diem basis.

Straddle Period. For purposes of subparagraphs this Agreement, the portion of Taxes attributable to the income, property or operations of the Company or Holdco for any taxable period that begins on or before the Closing Date and ends after the Closing Date (each such period, a “Straddle Period”) will be apportioned between the period of the Straddle Period that begins before the Closing Date and ends on and includes the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 6.04. For purposes of this Section 6.04, the portion of Taxes attributable to a Pre-Closing Straddle Period shall be: (a) and (b) above, in the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"): Taxes (i) realbased upon, personal and intangible property Taxes or related to, income, receipts, profits, wages, capital or net worth, ("Property Taxes"ii) of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(iii) shall required to be withheld, deemed equal to the amount which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes, deemed to be the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) period multiplied by a fraction, fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-period ending on the Closing Tax Period Date and the denominator of which is the number of days in the Straddle Period; and (ii) the entire period. The portion of Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred attributable to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Prea Post-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to calculated in a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetcorresponding manner.

Straddle Period. (a) For purposes of subparagraphs (a) and (b) abovethis Article V, in the case of any taxable period that includes Straddle Period, the amount of: (but does not end oni) any Taxes based on or measured by income or receipts of Seediv for the portion of such Straddle Period ending on the Closing Date (a "Straddle Period"): (i) real, personal and intangible property Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any Pre-Closing Tax Period (other than Taxes imposed in connection with the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) shall be equal made on the basis of an interim closing of the books as of the end of the Closing Date, and (ii) ad valorem taxes and franchise taxes based on capitalization, debt, shares of stock or membership interests authorized, issued or outstanding, shall be allocated to the period ending on the Closing Date by taking the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to taxable period including the Closing Date) , multiplied by a fraction, fraction the numerator of which is the number of days during in such taxable period ending on and including the Straddle Period that are in the Pre-Closing Tax Period Date and the denominator of which is the entire number of days in the Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as period; provided however, that if any property, asset or other right of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries Seediv or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit Business is attributable to a taxable period ending on sold or otherwise transferred prior to the Closing Date, then ad valorem taxes pertaining to such property, asset or other right shall be attributed entirely to the portion of the Straddle Period ending on the Closing Date. (b) ARC shall deliver to Seller a copy of any refund Tax Return of estimated tax Seediv or with respect to the Business for any Straddle Period, at least 45 calendar days prior to the due date of such Tax Return therefor (giving effect to any extension thereof), accompanied by an allocation between the portion of such Straddle Period ending on the Closing Date and the remainder of the Straddle Period of any Taxes shown to be due on such Tax Return. Such Tax Return and allocation shall be binding on Seller, unless, within 20 calendar days after the date of receipt by Seller of such Tax Return and allocation, Seller delivers to ARC a written request for changes to such Tax Return or allocation. ARC shall adopt and incorporate in said Tax Returns changes reasonably requested by Seller. In the event that ARC disagrees with Seller’s written request for changes, it shall notify Seller in writing no more than five calendar days after its receipt of Seller’s written request for changes. If Seller shall, within five calendar days after its receipt of notification of ARC’s disagreement, provide ARC with an opinion of an independent accounting firm reasonably satisfactory to Seller and ARC that substantial authority exists for the position advocated by Seller, ARC shall prepare the Tax Return consistent with the changes suggested by Seller. (c) In the case of each Straddle Period Tax Return, not later than: (i) five business days before the due date (including any extension thereof) for payment of Taxes with respect to such Tax Return, or (ii) in the event of a dispute, five business days after the resolution thereof either by mutual agreement of the parties or by a determination of an independent accounting firm reasonably satisfactory to Seller and ARC, Seller shall pay to ARC the portion of the Taxes set forth on such Tax Return that are allocable to the portion of such Straddle Period ending on the Closing Date that has not been previously paid by Seller to ARC or to the appropriate Tax Authority, after giving effect to any agreement of the parties or any determination by the independent accounting firm, net of any payments made on or prior to the Closing Date or any application in respect of such payments to either a taxable period commencing after the Closing Date Taxes whether as estimated Taxes or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheetotherwise.

Straddle Period. For purposes All Tax Returns of subparagraphs the Company and any Company Subsidiary for any Tax period ending on or before the Closing Date (the “Pre-Closing Tax Period”) and any Straddle Period, to the extent filed or required to be filed after the Closing Date, shall be prepared and filed (or caused to be filed) by Buyer. With respect to any such Tax Return relating to income Taxes (or franchise taxes based on income), (a) Buyer will prepare (or cause to be prepared) such returns consistent with past practice, except as required by applicable law and (b) aboveBuyer shall provide Seller Representative with a copy of such return prior to the filing thereof, in the and Seller Representative shall have a reasonable opportunity (for a period of not less than twenty (20) days) to review and comment on such return prior to filing. In any case of any a taxable period that which includes the Closing Date (but does not end onon that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (a) to the Sellers for the period up to and including the close of business on the Closing Date and (b) to Buyer for the period subsequent to the Closing Date (a "Straddle the “Post-Closing Tax Period"): ”). For purposes of such allocation, the amount of (i) realany Taxes based on or measured by income, personal receipts or payroll (other than payroll that is accrued but unpaid as of the Closing Date) and intangible property (ii) any withholding Taxes ("Property Taxes"including Taxes required to be deducted and withheld under Chapter 3 of Subtitle A of the Code) to the extent not withheld from amounts paid, shall in each case be allocated based on an interim closing of HQGW the books of the Company and its Subsidiaries each Company Subsidiary as of the close of business on the Closing Date (and VANTAS for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any Company Subsidiary holds a beneficial interest shall be deemed to terminate at such time) provided that any transaction (other than the transactions contemplated by this Agreement) that occurs on the Closing Date and its Subsidiaries, respectively, for any Preafter the Closing that is not in the ordinary course of business and is undertaken at the direction of Buyer shall be included in the Post-Closing Tax Period (Period. The amount of other than Taxes imposed in connection with of the Merger or otherwise in connection with this Agreement or the transactions contemplated hereby) Company and each Company Subsidiary shall be equal apportioned to the Sellers based on the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, Tax for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) taxable period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-portion of the taxable period up to and including the Closing Tax Period Date, and the denominator of which is the number of days in the such Straddle Period; and (ii) the Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively (other than Property Taxes and other than Taxes referred to in Section 6(e) of this Agreement, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected on the Company Balance Sheet, even though the amount reflected for such reserve has not yet been paid, based on each such Shareholder's Ownership Percentage, to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.

Straddle Period. For purposes of subparagraphs (a) and (b) above, in In the case of any Taxes of the Company that are payable with respect to a taxable period that includes (but does not end on) begins before and ends after the Closing Date (each such period, a "“Straddle Period"): (i) real”), personal and intangible property the portion of any such Taxes ("Property Taxes") of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, for any the Company which relate to a Pre-Closing Tax Period shall be: (other than a) in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with the Merger sale, transfer or otherwise in connection with this Agreement assignment of property, or the transactions contemplated hereby(iii) shall required to be equal to withheld, the amount of such Property Taxes of HQGW and its Subsidiaries and VANTAS and its Subsidiariesthe Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date; and (b) in the case of other Taxes, respectively, the amount of such Taxes of the Company for a Straddle Period which relate to the Pre-Closing Tax Period shall be deemed to be the amount of such Taxes for the entire Straddle Period (limited, however, to those Taxes attributable to the assets of HQGW and its Subsidiaries and VANTAS and its Subsidiaries, respectively, owned prior to the Closing Date) multiplied by a fraction, fraction the numerator of which is the number of days during in the Straddle Period that are in ending on the Pre-Closing Tax Period Date and the denominator of which is the number of days in the entire Straddle Period; and. (iic) For purposes of clause (a), any item determined on an accrual or periodic basis (including amortization and depreciation deductions and the Taxes effect of HQGW and its Subsidiaries and VANTAS and its Subsidiariesgraduated rates), respectively (other than Property Taxes and other than Taxes referred with respect to property placed in Section 6(e) of this Agreementservice after the Closing, which Taxes will be governed by such Section), for the Pre-Closing Tax Period shall be computed as if such taxable period ended as allocated to the portion of the close of business Straddle Period ending on the Closing Date. The indemnity obligations of the Shareholders in respect of Taxes for a Straddle Period shall, subject to the limitations on indemnification pursuant to Section 5, equal the excess of (x) such Taxes for the Pre-Closing Tax Period over (y) the sum of (i) the amount of such Taxes for the Pre-Closing Tax Period paid by the Shareholders or any of their affiliates (other than HQGW) at any time and (ii) the amount of such Taxes paid by HQGW and its Subsidiaries on or prior to the Closing Date (which includes any payments of estimated taxes or similar amounts made by HQGW and its Subsidiaries on or prior to the Closing Date and any amounts of Taxes for which a reserve has been reflected based on the Company Balance Sheet, even though the amount reflected mechanics set forth in clause (a) for such reserve has periodic Taxes. (d) This Section 6.02 shall not yet been paid, based on each such Shareholder's Ownership Percentage, apply to the applicable taxing authority). The Shareholders severally, based on each such Shareholder's Ownership Percentage, shall initially pay such excess to RSI upon the later of (A) five days prior to the date on which the Tax Return (including any Tax Return with respect to estimated Transfer Taxes) with respect to the liability for such Taxes is required to be filed (and if no such Tax Return is required to be filed, five days prior to the date satisfaction of the Tax liability is required by the relevant taxing authority) or (B) ten days after the receipt from RSI of notice that such amount is required to be paid pursuant hereto. The payments to be made pursuant to this paragraph by the Shareholders with respect to a Straddle Period shall be appropriately adjusted to reflect any final determination (which shall include the execution of Form 870-AD or any successor form) with respect to Taxes for the Straddle Period. RSI shall cause the Surviving Company to within 10 days of the receipt thereof, pay to each of the Shareholders an amount equal to such Shareholder's Ownership Percentage, an amount equal to 100% of any refund of any Taxes of HQGW with respect to any Pre-Closing Tax Period received by HQGW, any of its Subsidiaries or the Surviving Company at any time after the Closing Date (including for this purpose any credit against Taxes owed for any taxable period ending after the Closing Date, if such credit is attributable to a taxable period ending on or prior to the Closing Date, any refund of estimated tax payments made on or prior to the Closing Date or any application of such payments to either a taxable period commencing after the Closing Date or a portion of a Straddle Period that is subsequent to the Closing Date, and any interest received by HQGW, any of its Subsidiaries or the Surviving Company with respect to any of the foregoing from the applicable taxing authority) unless (and only to the extent) that the amount of such refund for Taxes was reflected as an asset on the Company Balance Sheet.