Common use of Straddle Period Clause in Contracts

Straddle Period. For purposes of 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 including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is necessary attributable to determine any Tax period that begins on or before the Liability for 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) in the case of any Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for in the portion Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period beginning after ended on and included the Closing Date, on . In the other hand, case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii2) with respect computed based on business activity occurring during an accounting period ending prior to all other Taxessuch Privilege Period, by allocating such Taxes between such two taxable years or periods on any reference to a “closing of the books basisTax period,” by assuming that the books of the Companies a “tax period,” 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, a “taxable period” will mean such as the deduction for depreciation, accounting period and (ii) periodic taxes not 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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesPrivilege Period.

Straddle Period. For purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Company that is necessary attributable to determine any Tax period that begins on or before the Liability for Taxes of UAV for Closing Date and ends after the Closing Date (a “Straddle Period, the determination of the Taxes of UAV for ”) will be apportioned between the portion of the Straddle Period ending on and including, that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, that extends from the day after the Closing Date shall be determined by assuming that to the end of the Straddle Period consisted (the “Post-Closing Straddle Period”). The portion of two such Tax attributable to the Pre-Closing Straddle Period will (2a) taxable years in the case of any Taxes other than sales or periodsuse taxes, one which ended at the close of 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 realvalue-added taxes, personal propertyemployment taxes, withholding taxes, and other similar Taxes imposed any Tax based on the periodic basis (which, for the sake of clarity, shall exclude or measured by income, franchise/capitalreceipts or profits earned during a Straddle Period, sales, use, payroll and withholding Taxes), by apportioning be deemed to be the amount of such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 . The portion of the Tax attributable to a Post-Closing Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 will be calculated in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesa corresponding manner.

Straddle Period. For purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Company or any Subsidiary that is necessary attributable to determine any Tax period that begins on or before the Liability for 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 8.3(c). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ending ended on and including included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Datea Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such 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 Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) with respect computed based on business activity occurring during an accounting period ending prior to all other Taxessuch Privilege Period, by allocating such Taxes between such two taxable years or periods on any reference to a “closing of the books basisTax period,” by assuming that the books of the Companies a “tax period,” 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, a “taxable period” shall mean such as the deduction for depreciation, accounting period and (ii) periodic taxes not 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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesPrivilege Period.

Straddle Period. For purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Company and its Affiliates that is necessary attributable to determine any Straddle Period will be apportioned between the Liability for 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 6.3. The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after the Closing Date, on the other handPeriod, and (ii) with respect in the case of any sales or use taxes, value- added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to all other Taxes, by allocating such Taxes between such two taxable years or periods the amount that would be payable if the Straddle Period ended on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of and included the Closing Date; provided, however, . In the case of a Tax that is (i) exemptions, allowances or deductions that are calculated on an annual basis, such as paid for the deduction for depreciation, privilege of doing business during a period (a “Privilege Period”) 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 computed based on the number of days for the portion of the Straddle Period business activity occurring during an accounting period ending on prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxessuch Privilege Period.

Straddle Period. For purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Companies that is necessary attributable to determine any Straddle Period will be apportioned between the Liability for 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 6.3. The portion of such tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after the Closing Date, on the other handPeriod, and (ii) with respect to all other in the case of any sales or use Taxes, value-added Taxes, employment Taxes, withholding Taxes, and any Tax based on or measured by allocating such Taxes between such two taxable years income, receipts or periods profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of and included the Closing Date; provided, however, . In the case of a Tax that is (i) exemptions, allowances or deductions that are calculated on an annual basis, such as paid for the deduction for depreciation, privilege of doing business during a period (a “Privilege Period”) 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 computed based on the number of days for the portion of the Straddle Period business activity occurring during an accounting period ending on prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxessuch Privilege Period.

Straddle Period. For purposes of this Agreement, whenever it any Tax with respect to the income, property or operations of the Company or any of its Subsidiaries or the Surviving Corporation that is necessary attributable to determine any taxable period that begins on or before the Liability for 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 end of 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 8.10(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ending ended on and including included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Datea Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such 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 Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) with respect computed based on business activity occurring during an accounting period ending prior to all other Taxessuch Privilege Period, by allocating such Taxes between such two taxable years or periods on any reference to a “closing of the books basisTax period,” by assuming that the books of the Companies a “tax period,” 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, a “taxable period” shall mean such as the deduction for depreciation, accounting period and (ii) periodic taxes not 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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesPrivilege Period.

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 this Agreement, whenever it is necessary to determine in the Liability for Taxes case of UAV for a any Straddle Period, the determination Taxes of each of the Taxes of UAV Company and the Subsidiaries ("PRE-CLOSING STRADDLE TAX LIABILITY") for the portion of the Pre-Closing Straddle Period ending on and includingshall, and the portion where possible, be computed as if such taxable period ended as of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of business on the Auburn Closing Date and the other which began at the beginning Date. For purposes of the day following foregoing, any items attributable to a Straddle Period which cannot be taken into account in the manner so provided shall be allocated to the Pre-Closing Date Straddle Period for purposes of determining the Pre-Closing Straddle Tax Liability, pro rata, based upon the number of days in the Pre-Closing Straddle Period, as follows: compared to the total number of days in the Straddle Period, provided that if any Straddle Period 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 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 Straddle Period. Furthermore, for the avoidance of doubt, Taxes imposed on the Buyer (ior Buyer Affiliate) pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) shall be allocable to the Pre-Closing Straddle Period in an amount equal to the Taxes which would be imposed on the Company pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) with respect to periodic taxes such the Subsidiaries as real, personal propertyif 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 other similar Taxes imposed on the periodic basis (which, for the sake computed as if such Hypothetical Tax Period ended as of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of business on the Auburn Closing Date; provided. Unless otherwise indicated, 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), a Pre-Closing Straddle Period shall be apportioned ratably between such periods based on the number of days treated as a "Pre-Closing Tax Period" for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesAgreement.

Straddle Period. For purposes In the case of this Agreementany taxable period that includes, whenever it is necessary but does not end on, the Closing Date (a “Straddle Period”), the amount of all Company Taxes attributable to determine the Liability for Pre-Closing Tax Period shall (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 books as of the close of business on the Closing Date (provided that any exemptions, allowances, and deductions that are calculated on an annual basis shall be 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 UAV 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 Taxes for the entire Straddle Period multiplied by a Straddle Periodfraction, the determination numerator of which shall be the Taxes number of UAV for days in the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other denominator of which began at shall be the beginning total number of the day following the Closing Date as follows: (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for days in the entire Straddle Period Period. No election will be made under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably between such periods based 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 the Company on the number of days for the portion of the Straddle Period ending on and including or before the Closing Date, on shall be allocated to (and treated as incurred during) the one handPre-Closing Tax Period, and shall not take any contrary positions for any purpose (including in connection with the number filing of days for the portion of the Straddle Period beginning after the Closing Dateany Tax Return or any audit, on the litigation or other hand, and (ii) proceeding with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. (a) For purposes of this Agreement, whenever it is necessary the portion of Tax, with respect to determine the Liability for 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 (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) 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 Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after the Closing Date, on the other handPeriod, and (ii) with respect in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to all other Taxes, by allocating such Taxes between such two taxable years or periods the amount that would be payable if the Straddle Period ended on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of and included the Closing Date; provided, however, . 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 4893-2596-7688v2 EMAIL\25717007 that is (i) exemptions, allowances or deductions that are calculated on an annual basis, such as paid for the deduction for depreciation, privilege of doing business during a period (a “Privilege Period”) 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 computed based on the number of days for the portion of the Straddle Period business activity occurring during an accounting period ending on prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxessuch Privilege Period.

Straddle Period. For purposes of this Agreement, whenever it the following conventions shall be utilized for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of the Straddle Period ending on the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is necessary to determine the Liability for Taxes number of UAV for a calendar days in the portion of the period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (B) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the determination amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company and its Subsidiaries filed a separate Tax Return with respect to such Taxes of UAV for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books” methodology. For purposes of clause (B), (1) any Tax or item of income, gain, loss, deduction, or credit resulting from a transaction engaged in by the Company or its Subsidiaries on the Closing Date, but after the Closing, that is outside of the ordinary course of business and includingnot contemplated by this Agreement, and shall be allocated to the portion of the Straddle Period beginning after, on the day after the Closing Date shall be determined by assuming that the Straddle Period consisted of two Date; and (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 Transaction Tax Deductions shall be allocated to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes Subject to Section 6.5(c), the parties agree to treat (and to cause the Company and each of this Agreementits 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, whenever it unless such election is necessary 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 determine the Liability for Taxes of UAV 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 determination 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 preparing any Tax Returns and Refund Forms in accordance with Section 6.5(b)): (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of UAV the Straddle Period ending at the end of the day on the Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending at the end of the day on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (ii) in the case of all other Taxes (including income Taxes, Sales Taxes, employment Taxes and withholding Taxes), the amount attributable to the portion of the Straddle Period ending at the end of the day on the Closing Date shall be determined as if the Company or any Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on and including, and at the portion end of the Straddle Period beginning after, day on the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on using a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesmethodology”.

Straddle Period. For Taxes for any Tax period of the Company that includes but does not end on the Closing Date (a “Straddle Period”) will be allocated for all purposes of this Agreement, whenever it is necessary Agreement (i) to determine the Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV Sellers for the portion of the Straddle Period ending Tax period up to and including the close of business on and includingthe 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 (“Per Diem Taxes”) of the Company for a Straddle Period beginning after, will be allocated between the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: periods described in clauses (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed (ii) of the preceding sentence on the periodic a per diem basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of during the Straddle Period ending on with and including the Closing Date, on the one hand, Date and the number of days for the portion of during the Straddle Period beginning 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 or revenue, of the other hand, Company for a Straddle Period will be allocated between the periods described in clauses (i) and (ii) with respect of the preceding sentence as if such Tax period ended as of the close of business on the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to all other Taxes, determine any Taxes attributable to such a Straddle Period will be made by allocating such Taxes between such two taxable years or periods on means of a “closing of the books basis” by assuming that the books and records of the Companies or their Subsidiaries were closed at Company as of the close of business on the Closing Date; provided, however, (i) provided that exemptions, allowances allowances, deductions or deductions periodic Taxes (such as property Taxes) that are calculated on an annual basis, such basis (including but not limited to depreciation and amortization deductions) will be allocated between the period ending as of the deduction for depreciation, close of business on the Closing Date 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 period after the Closing Date in proportion to the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxeseach such period.

Straddle Period. For purposes of this Agreement, whenever it is necessary to determine determining the Liability for amount of Taxes of UAV the Target Companies taken into account for any purpose under this Agreement for a period that includes but does not end on the Closing Date (a “Straddle Period”), such Taxes shall be allocated according to the following methodology: (i) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Target Companies for a Straddle Period, Period shall be allocated between the determination periods described in clauses on a per diem basis based on the number of the Taxes of UAV for days during the portion of the Straddle Period ending on with and including, including the Closing Date and number of days during the portion of the Straddle Period beginning after, commencing on the day after the Closing Date Date, and (ii) 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 determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably allocated between such periods based on the number of days for the portion of the Straddle Period ending on with and including the Closing Date, Date as if such Tax period ended as of 11:59 p.m. Eastern time on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and . For purposes of clause (ii) with respect of the preceding sentence, any allocation of gross or net income or deductions or other items required to all other Taxes, determine any Taxes attributable to such a Straddle Period shall be made by allocating such Taxes between such two taxable years or periods on means of a “closing of the books basis” by assuming that the books and records of the Target Companies or their Subsidiaries were closed at the close as of the Closing Date; Closing, provided, however, (i) that exemptions, allowances allowances, deductions or deductions other items that are calculated on an annual basisbasis (including, such but not limited to, depreciation and amortization deductions), excluding any amount of depreciation and amortization deductions arising from the transaction contemplated by the Agreement, shall be allocated between the period ending as of 11:59 p.m. Eastern time on the deduction for depreciation, Closing Date and the period after the Closing Date in the same method as described in clause (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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Per Diem Taxes.

Straddle Period. (a) For purposes of this Agreement, whenever it is necessary the portion of Tax, with respect to determine the Liability for Taxes income, property or operations of UAV for the Company that are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period, the determination of the Taxes of UAV for ”) will be apportioned between the portion of the Straddle Period ending that ends on and including, includes the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, that begins on the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of day after the Closing Date and the other which began ends at the beginning end of the day following Straddle Period (the “Post-Closing Date as follows: Straddle Period”) in accordance with this Section 7.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) with respect to periodic taxes such as realin the case of any Taxes other than sales or use taxes, personal propertyvalue-added taxes, employment and similar Taxes, and other similar Taxes imposed any Tax based on the periodic basis (which, for the sake of clarity, shall exclude or measured by income, franchise/capitalreceipts or profits earned during a Straddle Period, sales, use, payroll and withholding Taxes), by apportioning be deemed to be the amount of such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after the Closing Date, on the other handPeriod, and (ii) with respect to all other in the case of any sales or use taxes, value-added taxes, employment and similar Taxes, and any Tax based on or measured by allocating such Taxes between such two taxable years income, receipts or periods profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of and included the Closing Date; provided, however, . 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 (i) exemptions, allowances or deductions that are calculated on an annual basis, such as paid for the deduction for depreciation, privilege of doing business during a period (a “Privilege Period”) 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 computed based on the number of days for the portion of the Straddle Period business activity occurring during an accounting period ending on prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxessuch Privilege Period.

Straddle Period. For all purposes of this Agreement, whenever it is necessary to determine in the Liability case of any Taxes for Taxes of UAV for a any Straddle Period, the determination amount of Taxes allocable to the Pre-Closing Straddle Period shall be deemed to be (a) in the case of any sales or use Taxes, value-added Taxes, employment Taxes, withholding Taxes, and any Tax based upon or measured by income, receipts or profits earned during a taxable period, based upon occupancy during a taxable period, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), the amount of any such Taxes determined as if such taxable period ended as of the Taxes of UAV for the portion end of the Pre-Closing Straddle Period ending on Period; and including, (b) in the case of any other Taxes not described in clause (a) above and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Taxes imposed on the a periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding such as real or personal property Taxes), by apportioning such the amount of Taxes for the entire Straddle Period ratably between such periods based on multiplied by a fraction, the numerator of which is the number of 48 4862-8185-4004 v.19 calendar days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of calendar days for in the portion entire relevant Straddle Period. For purposes of these determinations, (i) any carryforward of charitable contribution deductions, Tax credits, or other Tax attributes from a Tax period ending on or before the Closing Date to a Straddle Period beginning after will be deemed to be used fully in the Pre-Closing DateStraddle Period before being used in the Post-Closing Straddle Period, on (ii) the other handPhantom Share Amount and all Company Expenses that are allowed under applicable Tax Law in a Straddle Period shall be allocated to the Pre-Closing Straddle Period, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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, (iiii) exemptions, allowances or deductions that are calculated on an annual basis, such basis will be allocated to the Pre-Closing Straddle Period in the same proportion 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 calendar days for during the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and bears to the number of calendar days for in the entire Straddle Period. The portion of the Tax attributable to a Post-Closing Straddle Period beginning after the Closing Date, on the other handwill be calculated in a corresponding manner. For purposes of this Section 6.3(e)applying the foregoing determinations, any deductions attributable to 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 Phantom Share Amount, Company Expenses, repayment of Indebtedness, any gainsemployee bonuses, incomeseverance payments, deductionsdebt prepayment fees, lossescapitalized debt costs, or any other items attributable liabilities to UAV the extent taken into account in the determination of Net Working Capital or otherwise for U.S. federal, state, adjustments to the purchase price pursuant to Sections 1.3 or local income tax purpose with respect 1.5 shall be allocated to any Purchaser the Pre-Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesStraddle Period.

Straddle Period. For purposes of this Agreement, whenever it is necessary to determine the Liability for Taxes of UAV for the Acquired Companies 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 and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the date immediately after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.1. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any 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 or payroll paid during a Straddle Period, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned or payroll paid during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ending ended on and including included the Closing Date. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Datea Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of the Post-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 Straddle Period will be apportioned ratably between such periods determined based on the number of days foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” means such accounting period and not such Privilege Period. The portion of the Tax attributable to a Post-Closing Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 will be calculated in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesa corresponding manner.

Straddle Period. (a) For purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Company or any of its Subsidiaries that is necessary attributable to determine any Tax period that begins on or before the Liability for 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 end of 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 7.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after the Closing Date, on the other handPeriod, and (ii) with respect in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to all other Taxes, by allocating such Taxes between such two taxable years or periods the amount that would be payable if the Straddle Period ended on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of and included the Closing Date; provided, however, . 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 (i) exemptions, allowances or deductions that are calculated on an annual basis, such as paid for the deduction for depreciation, privilege of doing business during a period (a “Privilege Period”) 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 computed based on the number of days for the portion of the Straddle Period business activity occurring during an accounting period ending on prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” shall mean such accounting period and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxessuch Privilege Period.

Straddle Period. For purposes In the case of this Agreement, whenever it is necessary Taxes that are payable with respect to determine the Liability for Taxes of UAV for a any Straddle Period, the determination portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Closing Date (including for purposes of determining Tax liabilities reflected in the calculation of Working Capital with respect to any Straddle Period and Excluded Taxes), shall (i) in the case of real and personal property Taxes and franchise Taxes not based on gross or net income, be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days 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 (ii) in the case of other Taxes, be determined as if the Company filed a separate Tax Return with respect to such Taxes of UAV for the portion of the Straddle Period ending as of 12:01 a.m. (Eastern time) on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on using a “closing of the books basismethodology” by assuming that based on the books actual operations of the Companies or their Subsidiaries were closed at the close of the Closing DateCompany; provided, however, (i) exemptions, allowances that any employer payroll Taxes arising with respect to a Pre-Closing Tax Period or deductions Straddle Period that are calculated on an annual basis, such as have been deferred pursuant to the deduction for depreciation, and (ii) periodic taxes such as real and personal property taxes (which, for the sake CARES Act or any other corresponding or similar provision of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), other Law with respect to Taxes shall be apportioned ratably between such periods based on allocated to the number of days for Pre-Closing Tax Period or the portion of the such Straddle Period ending on and including the Closing Date, as applicable. Notwithstanding the foregoing, no Taxes attributable to any actions taken by Buyer or any actions taken outside the ordinary course of business by the Company on the one hand, and the number of days for the portion of the Straddle Period beginning after Closing Date following the Closing Date, on the other hand. For shall be taken into account for purposes of this Section 6.3(e), determining Tax liabilities reflected in 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxescalculation of Working Capital.

Straddle Period. For purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of any Company that is necessary attributable to determine any Tax period that begins on or before the Liability for 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 9.5(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes of UAV for 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, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ending ended on and including included the Closing Date. For purposes of clause (ii) of the immediately preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis will be allocated between the Pre-Closing Straddle Period and the Post-Closing Straddle Period on a pro rata basis by multiplying the total amount of such item for the Straddle Period by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period and the denominator of which is the number of calendar days in the Straddle Period. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days for the portion of during the Straddle Period beginning after that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date, on . In the other hand, case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) with respect computed based on business activity occurring during an accounting period ending prior to all other Taxesthe Privilege Period, by allocating such Taxes between such two taxable years or periods on any reference to a “closing of Tax period,” a “tax period” or a “taxable period” shall mean such accounting period and not 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 Privilege Period. The portion of the Tax attributable to a Post-Closing Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 will be calculated in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesa corresponding manner.

Straddle Period. For all purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Acquired Companies that is necessary attributable to determine any Tax period that begins on or before the Liability for Taxes of UAV for Closing Date and ends after the Closing Date (a “Straddle Period, the determination of the Taxes of UAV for ”) will be apportioned between the portion of the Straddle Period ending on and including, that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, that extends from the day after the Closing Date shall be determined by assuming that to the end of the Straddle Period consisted (the “Post-Closing Straddle Period”) in accordance with this Section 5.5.4. The portion of two such Tax attributable to the Pre-Closing Straddle Period will (2a) taxable years in the case of any Taxes other than sales or periodsuse taxes, one which ended at the close of 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 realvalue-added taxes, personal propertyemployment taxes, withholding taxes, and other similar Taxes imposed any Tax based on the periodic basis (which, for the sake of clarity, shall exclude or measured by income, franchise/capitalreceipts or profits earned during a Straddle Period, sales, use, payroll and withholding Taxes), by apportioning be deemed to be the amount of such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date, on the other hand, . The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. Corresponding per diem and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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, principles will be applied for the sake purposes of clarity, shall exclude income, franchise/capital, sales, use, payroll allocating Taxes under this Agreement for tax periods that begin on or before the Locked Box Date 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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning end after the Closing Locked Box 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes of this Agreement, whenever it is necessary to determine in the Liability for case of any Taxes of UAV for the Companies that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period” ), the determination portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of UAV such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other denominator of which began at is the beginning number of calendar days in the day following the Closing Date as follows: entire Straddle Period. For purposes of clause (i) with respect 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 periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing DateDate on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, on the one hand, and numerator of which is the number of calendar days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 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 Section 10.2.3 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, on to the one handextent permitted by applicable Law, and elect with the number of days for the relevant Governmental Authority to treat a portion of the any Straddle Period beginning after as a short taxable period ending as of the close of business on 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For Taxes for any Tax period of the Target Companies that includes but does not end on the Closing Date (a “Straddle Period”) shall be allocated for all purposes of this Agreement, whenever it is necessary Agreement (i) to determine the Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV Seller for the portion of the Straddle Period ending on Tax period up to and including, 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 (“Per Diem Taxes”) of the Target Companies for a Straddle Period beginning after, the Closing Date shall be determined by assuming that allocated between the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: periods described in clauses (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed (ii) of the preceding sentence on the periodic a per diem basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of during the Straddle Period ending on with and including the Closing Date, on the one hand, Date and the number of days for the portion of during the Straddle Period beginning 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 other hand, Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) with respect of the preceding sentence as if such Tax period ended as of the end of the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to all other Taxes, determine any Taxes attributable to such a Straddle Period shall be made by allocating such Taxes between such two taxable years or periods on means of a “closing of the books basis” by assuming that the books and records of the Target Companies or their Subsidiaries were closed at the close as of end of the Closing Date; provided, however, (i) provided that exemptions, allowances allowances, deductions or deductions periodic Taxes (such as property Taxes) that are calculated on an annual basisbasis (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 period after the Closing Date in proportion to the number of days in each such as period; and provided, further, that any Taxes attributable to any actions not in the deduction for depreciation, and (ii) periodic taxes such as real and personal property taxes Ordinary Course of Business that are taken by the Buyer after the Closing on the Closing Date (which, for the sake avoidance of claritydoubt, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), not include any of the actions set forth in Section 7.08) shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 allocated to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesBuyer.

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the allocation of responsibility for tax matters shall be determined as provided in this clause (b). Sellers shall do an interim closing of the books as of the close of business on the Closing Date. If based on such closing of the books the Companies generated an operating loss during the Pre-Closing Tax Period, then the amount of any Income Tax or Taxes for the Pre-Closing Tax Period shall be determined based on the Companies’ net equity for the prior taxable period and Sellers’ responsibility shall be based on the number of days of the Straddle Period that Sellers owned the Companies. If based on such closing of the books the Companies generated net taxable income during the Pre-Closing Tax Period, then the amount of any Income Tax or Taxes for the Pre-Closing Tax Period shall be determined based on either (1) the number of days of the Straddle Period that the Sellers owned the Companies, if the Company had a loss for the entire taxable year and the amount of Income Tax payable for the Straddle Period is based on the Companies’ net equity for the prior taxable period, or (2) an interim closing of the books as of the close of business on the Closing Date if the Company had net taxable income for the entire taxable year and the amount of Income Tax payable for the Straddle Period is based on the Companies’ income (and for such purpose, the taxable period of any partnership or other pass-through entity in which any of the Companies holds a beneficial interest shall be deemed to terminate at such time). For purposes of this Agreementclarification, whenever it is necessary Sellers shall retain the right to determine the Liability for Taxes of UAV for a Straddle Period, the determination use any and all of the Taxes of UAV for Companies’ net loss carry forwards attributable to taxable periods prior to the Closing Date to reduce any income attributable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including occurring before the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes of this Agreement, whenever it is necessary to determine To the Liability for Taxes of UAV for a Straddle Periodextent permitted by applicable Law, the determination parties hereto agree to cause state and local Tax Periods of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall Acquired Companies to be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended closed at the close of business on the Closing Date and Date. In the other which began at event applicable Law does not permit the beginning closing of any such period, the day following the Closing Date allocation of Tax liability for any Straddle Period shall be made as follows: (i) with respect to periodic taxes such as real, personal property, and other similar in the case of Taxes imposed on the a periodic basis and not based on income (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding such as real or personal property Taxes), by apportioning the portion of such Taxes for attributable to any Pre-Closing Tax Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire Straddle Period ratably between such periods based on multiplied by a fraction, the numerator of which is the number of days for in the portion 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 ending on and including shall be the Closing Date, on excess of the one hand, and amount of the number of days Taxes for the portion of the Straddle Period beginning after over the amount of Taxes attributable to the Pre-Closing Date, on Tax Period included in the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of the Closing DateStraddle Period; provided, however, (i) exemptionsthat if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, allowances or deductions that are calculated on an annual basis, the formula described in the preceding clause shall be applied separately with respect to each such as period within the deduction for depreciation, Straddle Period; and (ii) periodic taxes such as real and personal property taxes (whichin the case of all other Taxes, 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 such Taxes attributable to the Straddle Pre-Closing Tax Period ending shall be determined, if reasonably feasible, from the books and records of the Company, the Seller Parties and their Subsidiaries as though the taxable year or period of the Company, the Seller Parties and their Subsidiaries terminated at the close of business on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For Taxes for any Tax period of the Target Companies that includes but does not end on the Closing Date (a “Straddle Period”) shall be allocated for all purposes of this Agreement, whenever it is necessary Agreement (i) to determine the Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV Seller for the portion of the Straddle Period ending on Tax period up to and including, 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 (“Per Diem Taxes”) of the Target Companies for a Straddle Period beginning after, the Closing Date shall be determined by assuming that allocated between the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: periods described in clauses (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed (ii) of the preceding sentence on the periodic a per diem basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of during the Straddle Period ending on with and including the Closing Date, on the one hand, Date and the number of days for the portion of during the Straddle Period beginning 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 other hand, Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) with respect of the preceding sentence as if such Tax period ended as of the end of the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to all other Taxes, determine any Taxes attributable to such a Straddle Period shall be made by allocating such Taxes between such two taxable years or periods on means of a “closing of the books basis” by assuming that the books and records of the Target Companies or their Subsidiaries were closed at the close as of end of the Closing Date; provided, however, (i) provided that exemptions, allowances allowances, deductions or deductions periodic Taxes (such as property Taxes) that are calculated on an annual basisbasis (including, such as the deduction for depreciationbut not limited to, depreciation and (iiamortization deductions) 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 allocated between such periods based the period ending as of 11:59 p.m. Mountain time on the Closing Date and the period after the Closing Date in proportion to the number of days for in each such period; and provided, further, that any Taxes attributable to any actions not in the portion Ordinary Course of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning Business that are taken 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply be allocated to Transfer TaxesBuyer.

Straddle Period. For purposes Other than with respect to any Purchased Company that is a Canadian entity, in the case of this Agreement, whenever it is necessary to determine any taxable period that includes (but does not end on) the Liability for Taxes of UAV for Closing Date (a “Straddle Period”), the determination portion of any Taxes relating to or of the Taxes of UAV for Transferred Assets or the Purchased Companies that are allocable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be (x) in the case of Taxes that are imposed on a periodic basis, the amount of such Taxes 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 assuming that a fraction the numerator of which is the number of calendar days in the Straddle Period consisted of two ending on (2and including) taxable years or periods, one which ended at the close of the Closing Date and the other denominator of which began at is the beginning number of calendar days in the day following entire Straddle Period; and (y) in the case of Taxes not described in (x), the amount that would be payable if the taxable year or period ended on the Closing Date as follows: (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on an interim closing of the number books (and for such purpose, the taxable period of days for any “controlled foreign corporation”, partnership or “flow-through” entity in which the Purchased Companies hold a beneficial interest will be deemed to 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 portion of the Straddle Period ending on and including the Closing DateDate on a pro rata basis, on determined by multiplying the one handentire amount of such item allocated to the Straddle Period by a fraction, and the numerator of which is the number of calendar days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 in the portion of the Straddle Period ending on (and including including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. With respect to any Purchased Company that is a Canadian entity, “Straddle Period” shall mean any taxable period that includes (but does not begin or end on) the Closing Date, on and a methodology equivalent to that described above in this Section 5.9(i) shall apply in determining the one hand, and portion of any Taxes relating to or of the number of days for Transferred Assets or the Purchased Companies that are allocable to the portion of the Straddle Period beginning after ending on the day immediately preceding 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes of this Agreement, whenever it is necessary to determine To the Liability for Taxes of UAV for a Straddle Periodextent permitted by applicable Law, the determination Parties agree to cause state and local Tax Periods of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall Companies to be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended closed at the close of business on the Closing Date and Date. In the other which began at event applicable Law does not permit the beginning closing of any such period, the day following the Closing Date allocation of Tax liability for any Straddle Period shall be made as follows: (i) with respect to periodic taxes such as real, personal property, and other similar in the case of Taxes imposed on the a periodic basis and not based on income (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding such as real or personal property Taxes), by apportioning the portion of such Taxes for attributable to any Pre-Closing Tax Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire Straddle Period ratably between such periods based on multiplied by a fraction, the numerator of which is the number of days for in the portion 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 ending on and including shall be the Closing Date, on excess of the one hand, and amount of the number of days Taxes for the portion of the Straddle Period beginning after over the amount of Taxes attributable to the Pre-Closing Date, on Tax Period included in the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of the Closing DateStraddle Period; provided, however, (i) exemptionsthat if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, allowances or deductions that are calculated on an annual basis, the formula described in the preceding clause shall be applied separately with respect to each such as period within the deduction for depreciation, Straddle Period and (ii) periodic taxes such as real and personal property taxes (whichin the case of all other Taxes, 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 such Taxes attributable to the Straddle Pre-Closing Tax Period ending shall be determined, if reasonably feasible, from the books and records of the Companies as though the taxable year or period of the Companies terminated at the close of business on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For all purposes of under this Agreement, whenever it is necessary to determine the Liability for Taxes of UAV for a Straddle Period, Agreement (including the determination of any 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) in the case of any Taxes other than Taxes described in clause (ii) below, be deemed to be the amount of UAV such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire taxable period and (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 any equity interest in a partnership, other “flow-through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if 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 ending that commences on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Date. In the case of any Taxes imposed on the periodic basis (which, of any Acquired Company for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire a Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including that have been paid prior to the Closing Dateand that were not taken into account in the final determination of Net Working Capital pursuant to this Agreement, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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, Buyer 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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. For purposes of this Section 6.3(e), reimburse 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer such Taxes.

Straddle Period. For all purposes of this Agreement, whenever it the portion of Tax with respect to the income, property or operations of the Acquired Companies that is necessary attributable to determine any Tax period that begins on or before the Liability for Taxes of UAV for Closing Date and ends after the Closing Date (a “Straddle Period, the determination of the Taxes of UAV for ”) will be apportioned between the portion of the Straddle Period ending on and including, that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, that extends from the day after the Closing Date shall be determined by assuming that to the end of the Straddle Period consisted (the “Post-Closing Straddle Period”) in accordance with this Section 5.4.5. The portion of two such Tax attributable to the Pre-Closing Straddle Period will (2a) taxable years in the case of any Taxes other than sales or periodsuse taxes, one which ended at the close of 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 realvalue-added taxes, personal propertyemployment taxes, withholding taxes, and other similar Taxes imposed any Tax based on the periodic basis (which, for the sake of clarity, shall exclude or measured by income, franchise/capitalreceipts or profits earned during a Straddle Period, sales, use, payroll and withholding Taxes), by apportioning be deemed to be the amount of such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 . The portion of the Tax attributable to a Post-Closing Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 will be calculated in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesa corresponding manner.

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 this AgreementBrandCo and LicenseCo end on the Initial Closing Date and, whenever it if such election is necessary not permitted or required in a jurisdiction with respect to determine the Liability for Taxes of UAV a specific Tax such that BrandCo and LicenseCo are required to file a Tax Return for a Straddle Period, to utilize the determination following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period ending on the Initial Closing Date: (i) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount attributable to the portion of UAV the Straddle Period ending on the Initial Closing Date shall equal the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on 12:01 a.m. Eastern Standard Time of the Initial Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes (including income Taxes, sales Taxes, employment Taxes, withholding Taxes), the amount attributable to the portion of 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 and including, and 12:01 a.m. Eastern Standard Time on the portion of the Straddle Period beginning after, the Initial Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on using a “closing of the books basismethodology.” Seller will pay to Buyer within fifteen (15) days after the date on which Taxes are paid by assuming that Buyer with respect to such periods an amount equal to the books portion of such Taxes which relates to the Companies portion of such Pre-Closing Tax Period or their Subsidiaries were closed Pre-Closing Straddle Period ending at the close of the Initial Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction case may be. For the avoidance of doubt, the Parties acknowledge and agree that (i) any and all Tax liabilities of LicenseCo for depreciationthe period commencing on the Initial Closing Date and ending on the Change-in-Control Closing Date shall be the sole and exclusive obligation of the Buyer, (ii) pursuant to the terms of the Support Agreements, the counterparty thereto is obligated to ensure that LicenseCo has sufficient cash available to make appropriate Tax distributions to the equity holders of LicenseCo, and (iiiii) periodic taxes to the extent 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 equity holders have not received sufficient cash from LicenseCo to make full payment of the Straddle Period ending on applicable Taxes due for such period, Buyer shall indemnity and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxeshold harmless each such Person.

Straddle Period. For purposes of this Agreement, whenever it is necessary in the case of any Taxes that are payable with respect to determine any Tax period that includes (but does not end on) the Liability for Taxes of UAV for Closing Date (a “Straddle Period”), the determination of the Taxes of UAV for the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) in the Straddle Period ending on and including, and the portion case of the Straddle Period beginning after, the Closing Date shall be determined by assuming Taxes that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: are either (i) based upon or related to, income, receipts, payroll or other items of operating income or expense, or (ii) imposed in connection with respect any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to periodic taxes such as real, personal property, the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other similar Taxes than those described in clause (a) above) that are imposed on the a periodic basis (whichor otherwise measured by the level of any item, for be deemed to be the sake amount of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between (or, in the case of such periods based Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days for in the portion of the Straddle Period ending on and including the Closing Date, on Date and the one hand, and denominator of which is the number of calendar days for in the entire Straddle 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 beginning after ending on the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods Date on a “closing pro rata basis determined by multiplying the total amount of such item allocated to the books basis” by assuming that Straddle Period times a fraction, the books numerator 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 which is the number of calendar days for in the portion of the Straddle Period ending on and including the Closing Date, on Date and the one hand, and denominator of which is the number of calendar days for in the portion of the entire Straddle Period 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesPeriod.

Straddle Period. For purposes In the case of this Agreement, whenever it is necessary Taxes that are payable with respect to determine the Liability for Taxes of UAV for a Straddle Period, the determination portion of the any such Taxes of UAV for that are allocated to the portion of the Straddle Period ending that ends on and including, and the portion of the Straddle Period beginning after, includes the Closing Date for purposes of this Agreement shall be determined by assuming that be: (a) in the Straddle Period consisted case of two (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 followsTaxes: (i) with respect to periodic taxes such as realbased upon, personal propertyor related to, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/receipts, profits, wages, capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and or net worth; (ii) imposed in connection with respect the sale, transfer, or assignment of property; or (iii) required to all other Taxesbe withheld, by allocating such the amount of Taxes between such two which would be payable if the taxable years or periods on a “closing of the books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of year ended with the Closing Date; provided, however, (i) provided that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, basis (including depreciation and (iiamortization deductions) periodic taxes such as real and personal property taxes (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), shall be apportioned ratably allocated between such periods based 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 Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and including the denominator of which is the number of days in the entire Straddle Period. All Taxes in the form of interest or penalties that relate to Taxes for any Tax period (or portion thereof) ending on or before the Closing Date shall be treated as occurring in a Tax period (or portion thereof) that ends on or before the Closing Date, on the one handwhether such items are incurred, and the number of days for the portion of the Straddle Period beginning accrued, assessed or similarly charged on, before or 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes In the case of this Agreement, whenever it is necessary to determine any taxable period that includes (but does not end on) the Liability for Taxes of UAV for Closing Date (a “Straddle Period”), the determination amount of any Taxes attributable to the Pre-Closing Tax Period shall be determined as follows: (i) in the case of Taxes that are either (x) based upon or related - 50 - to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date, and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of UAV such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other denominator of which began at is the beginning number of calendar days in the day following the Closing Date as follows: entire Straddle Period. For purposes of clause (i) with respect of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing DateDate on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, on the one hand, and numerator of which is the number of calendar days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 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 Section 8.02 shall be computed by reference to the level of such items on the Closing Date. The Parties hereto will, on to the one handextent permitted by applicable Law, and elect with the number of days for the relevant Taxing Authority to treat a portion of the any Straddle Period beginning after as a short taxable period ending as of the close of business on 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes of this Agreement(a) The Xxxxxx Entities, whenever it is necessary and SCOLP agree that the taxes related to determine any tax period that begins on or before and ends after the Liability for Taxes of UAV for a Closing (“Straddle Period, ”) with respect to the determination of the Taxes of UAV for the portion of the Straddle Period Owner ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that treated as provided herein. In the Straddle Period consisted case of two any real, personal and intangible ad valorem property Taxes (2) “Property Taxes”), the Property Taxes shall be allocated as provided in Section 6.1 herein. Taxes other than Property Taxes shall be computed as if such taxable years or periods, one which period ended at as of the close of business on the date of Closing. (b) To the extent the Xxxxxx Entities are required by law to file a Tax Return, the Xxxxxx Entities shall prepare and file all Tax Returns for the activities of each of the Holding Company and Owner for any taxable period that ends on or before the date of Closing (the “Pre-Closing Date Tax Returns”) in a manner consistent with past practices and shall remit the Taxes shown as owing on such Pre-Closing Date Tax Returns in a due and timely manner. The Xxxxxx entities shall submit such Pre Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions). The Xxxxxx Entities shall give due consideration to such changes 29 as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed). (c) SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns for the activities of the Holding Company and Owner for any taxable period that ends after the Closing Date and (the other which began at the beginning of the day following the “Post-Closing Date as follows: (i) Tax Returns”). SCOLP shall provide the Contributor with a copy of any Post-Closing Date Tax Return to be filed by or with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, Holding Company or the Owner for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire any Straddle Period ratably between at least ten (10) business days prior to the date such periods based on the number of days Post-Closing Date Tax Return for the portion of the a Straddle Period ending on is due (inclusive of all allowable extensions). SCOLP shall give due consideration to such changes as the Contributor reasonably requests and including the shall not file any Post-Closing Date, on the one hand, and the number of days for the portion of the Date Tax Returns covering a Straddle Period beginning after without the Closing Date, on the other hand, and Contributor’s consent (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) which shall not apply to Transfer Taxes.be unreasonably withheld, condition or delayed). 12.2

Straddle Period. For purposes of this AgreementSection 5.7, whenever it the portion of Tax with respect to the income, property or operations of the Acquired Companies that is necessary attributable to determine any Tax period that begins on or before the Liability for Taxes of UAV for Closing Date and ends after the Closing Date (a “Straddle Period, the determination of the Taxes of UAV for ”) will be apportioned between the portion of the Straddle Period ending on and including, that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, that extends from the day after the Closing Date shall be determined by assuming that to the end of the Straddle Period consisted (the “Post-Closing Straddle Period”) in accordance with this Section 5.7.5. The portion of two such Tax attributable to the Pre-Closing Straddle Period will (2a) taxable years in the case of any Taxes other than sales or periodsuse taxes, one which ended at the close of 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 realvalue-added taxes, personal propertyemployment taxes, withholding taxes, and other similar Taxes imposed any Tax based on the periodic basis (which, for the sake of clarity, shall exclude or measured by income, franchise/capitalreceipts or profits earned during a Straddle Period, sales, use, payroll and withholding Taxes), by apportioning be deemed to be the amount of such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion of the Pre-Closing Straddle Period ending on and including the Closing Date, on the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 . The portion of the Tax attributable to a Post-Closing Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 will be calculated in Section 6.3(d)(ii) with respect to (i) allocating Transaction Deductions and (ii) allocating any gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesa corresponding manner.

Straddle Period. For purposes In the case of this Agreement, whenever it is necessary to determine any taxable period that includes (but does not end on) the Liability for Taxes of UAV for Closing Date (a “Straddle Period”), the determination amount of any Taxes based on or measured by income, payroll, sales or receipts of the Taxes of UAV Nutrition Entities for the portion of the such Straddle Period ending on (and including, and the portion of the Straddle Period beginning after, ) the Closing Date shall be determined by assuming that based on an interim closing of the Straddle Period consisted books as of two (2) taxable years or periods, one which ended at the close of business on the Closing Date, and the amount of any other Taxes of the Nutrition Entities for a Straddle Period which relate to the portion of such Straddle Period ending on (and including) the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on (and including) the Closing Date and the other denominator of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on is the number of days in the Straddle Period. Any credit or refund resulting from an overpayment of Taxes for a Straddle Period shall be prorated based upon the method employed in this Section 8.10, taking into account the type of Tax to which the refund relates. In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to the portion of the such Straddle Period ending on (and including including) the Closing DateDate to the extent relating to a Tax for a Pre-Closing Tax Period whether such items are incurred, on the one handaccrued or assessed, and the number of days for the portion of the Straddle Period beginning before or after the Closing Date. For the avoidance of doubt, on the any payroll or other hand, and (ii) with respect to all other Taxes, by allocating such employment Taxes between such two taxable years or periods on a “closing of the books basis” by assuming Nutrition Entities for any Pre-Closing Tax Period that the books are deferred pursuant to Section 2302 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), CARES Act shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items treated as attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser the Pre-Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesTax Period.

Straddle Period. For Taxes for any Tax period of the Target Companies that includes but does not end on the Closing Date (a “Straddle Period”) shall be allocated for all purposes of this Agreement, whenever it is necessary Agreement (i) to determine the Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV Sellers for the portion of the Straddle Period ending on Tax period up to and including, 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 (“Per Diem Taxes”) of the Target Companies for a Straddle Period beginning after, the Closing Date shall be determined by assuming that allocated between the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: periods described in clauses (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed (ii) of the preceding sentence on the periodic a per diem basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of during the Straddle Period ending on with and including the Closing Date, on the one hand, Date and the number of days for the portion of during the Straddle Period beginning 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 other hand, Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) with respect of the preceding sentence as if such Tax period ended as of the end of the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to all other Taxes, determine any Taxes attributable to such a Straddle Period shall be made by allocating such Taxes between such two taxable years or periods on means of a “closing of the books basis” by assuming that the books and records of the Target Companies or their Subsidiaries were closed at the close as of end of the Closing Date; provided, however, (i) provided that exemptions, allowances allowances, deductions or deductions periodic Taxes (such as property Taxes) that are calculated on an annual basisbasis (including, such as the deduction for depreciationbut not limited to, depreciation and (iiamortization deductions) 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 allocated between such periods based the period ending as of 11:59 p.m. Eastern time on the Closing Date and the period after the Closing Date in proportion to the number of days for in each such period; and provided, further, that any Taxes attributable to any actions not in the portion Ordinary Course of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning Business that are taken 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply be allocated to Transfer TaxesBuyer.

Straddle Period. For purposes In the case of this Agreementany taxable period that includes (but does not end on) the Effective Date ( a “Straddle Period”), whenever it is necessary the amount of any Taxes based on or measured by income or receipts of Company and its Subsidiaries or in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) of property for the Pre-Effective Date Tax Period shall be 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 determine terminate at such time) and the Liability for amount of other Taxes of UAV 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 Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Effective Date and the denominator of which is the number of days in such Straddle 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 determination 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 Taxes of UAV for the portion of the Straddle Period ending on and including, 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 Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted books of two (2) taxable years or periods, one which ended at Company as of the close of business on the Closing 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 which began at Taxes of Company and its Subsidiaries for a Straddle Period that related to the beginning Post- Effective Tax Period shall be deemed to be the amount of the day following the Closing Date as follows: (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction the numerator of which is the number of days for in the portion of the Straddle Period ending on and including the Closing Date, taxable period beginning on the one hand, day after the Effective Date and the denominator of which is the number of days for the portion of in the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesPeriod.

Straddle Period. For purposes Taxes for any Tax period of this Agreementthe Target Companies that includes but does not end on the Closing Date (a “Straddle Period”) shall be allocated according to the following methodology: (i) real, whenever it is necessary to determine the Liability for personal and intangible property Taxes of UAV and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of, Voyage Holdings and its Subsidiaries for a Straddle Period, the determination of the Taxes of UAV for Period shall be allocated to the portion of the Straddle Period ending on with and including, including the Closing Date and the portion of the Straddle Period beginning after, commencing on the day after the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Taxes imposed on the periodic a per diem basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for during the portion of the Straddle Period ending on with and including the Closing Date, on the one hand, Date and the number of days for during the portion of the Straddle Period beginning commencing on the day after the Closing Date, on the other hand, and (ii) with respect to all other Taxes that are not Per Diem Taxes, by allocating including Income Taxes and any transactional Taxes such as Taxes between such two taxable years based on sales, revenue or periods on a “closing payments of the books basis” by assuming that the books of the Target 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), a Straddle Period shall be apportioned ratably allocated between such periods based on the number of days for the portion of the Straddle Period ending on with and including the Closing Date, on the one hand, and the number of days for the portion Date as if such Tax period ended as of the Straddle Period beginning after end of 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 clause (ii) allocating of the preceding sentence, any gains, income, deductions, losses, allocation of gross or net income or deductions or other items required to determine any Taxes attributable to UAV for U.S. federalsuch a Straddle Period shall be made by means of a closing of the books and records of the Target Companies as of the Closing, stateprovided that exemptions, allowances, deductions or local income tax purpose with respect to any Purchaser other items 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 the end of the Closing Date Transaction. This Section 6.3(eand the period commencing on the day after the Closing Date in the same method as described in clause (ii) shall not apply to Transfer for Per Diem Taxes.

Straddle Period. For purposes of this Agreement, whenever it is necessary any Taxes relating to determine the Liability Acquired Assets or the conduct or operation of the AirCard Business (excluding, for Taxes the avoidance of UAV doubt, any income or gross receipts Tax) for a Straddle PeriodTax Period that includes, the determination of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning afterbut does not end on, the Closing Date (a “Straddle Period” and - 67 - such Taxes, “Straddle Period Taxes”) shall be determined by assuming that apportioned between the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: (i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Dateapplicable 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, the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the total number of days for in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and (b) in the case of sales, value-added and similar transaction-based Taxes (other than Transfer Taxes allocated under Section 10.2), such Taxes shall be allocated to the portion of the Straddle Period beginning after in which the Closing Date, on relevant transaction occurred. The Party required by Law to pay any such Straddle Period Tax (the “Paying Party”) shall prepare and the other handParty 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 other Party at least ten (10) Business Days before such Tax Return is due to be filed. The Paying Party shall file such Tax Return within the time period prescribed by Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, and the Paying Party shall provide the other party (iithe “Non-Paying Party”) with respect to all other Taxesnotice of payment details, by allocating within ten (10) days of receipt of such Taxes between such two taxable years or periods on a “closing notice of payment, the books basis” by assuming that Non-Paying Party shall reimburse 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, Paying Party for the sake Non-Paying Party’s shares 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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxes.

Straddle Period. For purposes of this Agreementdetermining the Taxes for which the Indemnifying Stockholders are liable under Section 6.2(a)(iii)(A) (Indemnification), whenever it is necessary to determine Taxes for which the Liability Company and its Subsidiaries are liable for Taxes of UAV for any taxable period ending after and including the Closing Date (a “Straddle Period, the determination of the Taxes of UAV for ”) shall be allocated to the portion of the Straddle Period period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date as follows: (i) with respect to periodic taxes such as real, real and personal property, property Taxes and other similar Taxes imposed periodic Taxes, the amount allocable to the portion of the period ending on the periodic basis (which, for Closing Date shall equal the sake amount of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the such entire Straddle Period ratably between such periods based on multiplied by a fraction, the numerator of which is the number of days for during the Straddle Period that are in the portion of the such Straddle Period ending on and including the Closing Date, on Date and the one hand, and denominator of which is the number of days for the portion of in the Straddle Period beginning after the Closing Date, on the other hand, Period; and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods the amount allocable to the portion of the period ending on a “the Closing Date shall be determined based on an actual closing of the books basis” by assuming that the books used to calculate such Taxes as if such tax period ended as of the Companies or their Subsidiaries were closed at the close of business on the Closing Date; providedDate (and for such purpose, howeverthe tax period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time). In the case of clause (ii), (i) exemptions, allowances or deductions that are calculated on an annual basis, such basis (including depreciation and amortization deductions computed as if the deduction for depreciation, and (iiClosing Date was the last day of the Straddle Period) 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 allocated between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, Date and the number of days for the portion of the Straddle Period beginning after thereafter in proportion to the number of days in each such portion. The Company shall elect to close the books on the Closing Date to treat such taxable year as two separate taxable years. The first taxable year shall begin on January 1, 2016 and end on the Closing Date, and the second taxable year shall begin 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesand end on December 31, 2016.

Straddle Period. For purposes In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the Taxes with respect to the income, property or operations of any member of the Company Group 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 AgreementSection 8.8(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (i) in the case of any Taxes other than sales or use taxes, whenever it is necessary to determine the Liability for Taxes of UAV for value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the determination amount of the Taxes of UAV for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period, and (ii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ending ended on and including included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Datea Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such 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 Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (i) paid for the privilege of doing business during a period (a “Privilege Period”) and (ii) with respect computed based on business activity occurring during an accounting period ending prior to all other Taxessuch Privilege Period, by allocating such Taxes between such two taxable years or periods on any reference to a “closing of the books basisTax period,” by assuming that the books of the Companies a “tax period,” 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, a “taxable period” shall mean such as the deduction for depreciation, accounting period and (ii) periodic taxes not 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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesPrivilege Period.

Straddle Period. For purposes In the case of this Agreement, whenever it is necessary to determine any taxable period that includes (but does not end on) the Liability for Taxes of UAV for Closing Date (a “Straddle Period”): (i) the amount of any real, the determination of the Taxes of UAV personal and intangible property taxes, ad valorem taxes and similar obligations (“Property Taxes”) for the portion of the such Straddle Period ending on and including, and through the portion end of the Straddle Period beginning after, the Closing Date shall be determined by assuming that between the Straddle Period consisted of two period (2or portion thereof) taxable years ending on or periods, one which ended at the close of prior to the Closing Date and the other which began at the period (or portion thereof) beginning of the day following after the Closing Date as follows: (i) with respect to periodic taxes by prorating such as real, personal propertyProperty Taxes on a daily basis over the entire Straddle Period, and other (ii) the amount of any non-Property Taxes (including any income taxes or similar Taxes imposed Taxes) for the portion of such Straddle Period through the end of the Closing Date shall be determined based on an interim closing of the books as of the close of business on the periodic basis Closing Date (whichand for such purpose, for the sake taxable period of clarityany partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time); provided, shall exclude incomehowever, franchise/capitalthat (x) all exemptions, salesallowances, use, payroll and withholding Taxes), by apportioning such Taxes or deductions for the entire Straddle Period ratably between such periods based on the number of days for the portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 which are calculated on an annual basisbasis (including, such as the deduction for depreciationbut not limited to, depreciation and (iiamortization deductions) 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 allocated between such the two short periods based on in proportion to the number of days in each period (y) any income, gain, sale or profit realized on the Closing Date but after the Closing and arising from a transaction, action or event outside of the Ordinary Course of Business will be allocated to the post-Closing portion of such Straddle Period, and (z) all Transaction Tax Deductions for a Straddle Period shall be allocated to the pre-Closing portion of the Straddle Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer TaxesPeriod.

Straddle Period. For purposes of this AgreementSection 5.6, whenever it the portion of Tax with respect to the income, property or operations of the Transferred Company that is necessary attributable to determine any Tax period that begins on or before the Liability for Taxes of UAV for Closing Date and ends after the Closing Date (a “Straddle Period, the determination of the Taxes of UAV for ”) will be apportioned between the portion of the Straddle Period ending on and including, that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period beginning after, that extends from the day after the Closing Date shall be determined by assuming that to the end of the Straddle Period consisted (the “Post-Closing Straddle Period”) in accordance with this Section 5.6.4. The portion of two such Tax attributable to the Pre-Closing Straddle Period will (2a) taxable years in the case of any Taxes other than sales or periodsuse taxes, one which ended at the close of 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 realvalue-added taxes, personal propertyemployment taxes, withholding taxes, and other similar Taxes imposed any Tax based on the periodic basis (which, for the sake of clarity, shall exclude or measured by income, franchise/capitalreceipts or profits earned during a Straddle Period, sales, use, payroll and withholding Taxes), by apportioning be deemed to be the amount of such Taxes Tax for the entire Straddle Period ratably between such periods based on taxable period multiplied by a fraction, the numerator of which is the number of days for in the portion Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ending ended on and including included the Closing Date, on and (c) be borne and paid by Seller (to the one hand, and extent not included in the number of days for the Final Closing Working Capital). The portion of the Tax attributable to a Post-Closing Straddle Period beginning after the Closing Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on will be calculated in a “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 and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxescorresponding manner.

Straddle Period. For purposes of this Agreement, whenever it is necessary if any Tax (or Tax refund) relates to determine the Liability for Taxes of UAV for a Straddle PeriodPeriod (other than Transfer Taxes and VAT and GST Taxes described in Section 6.2), the determination parties shall use the following conventions for determining the portion of such Tax (or Tax refund) that relates to the portion of the Straddle Period ending on (and including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date: (a) in the case of income Taxes, sales Taxes, employment Taxes, withholding Taxes, and other similar Taxes, such Taxes shall be apportioned between the portion of UAV the Straddle Period ending on (and including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date as if a separate Return with respect to such Taxes was filed for the portion of the Straddle Period ending on (and including) the Closing Date using a “closing of the books methodology”; and (b) in the case of ad valorem property Taxes and other similar Taxes imposed on a periodic basis, such Taxes shall be apportioned between the portion of the Straddle Period ending on (and including) the Closing Date and the portion of the Straddle Period beginning after, on the day after the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the 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 other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period ratably between such periods based on the number of days for in the portion of the Straddle Period ending on (and including including) the Closing Date, on the one hand, Date and the number of days for in the portion of the Straddle Period beginning on the day after the Closing Date. For purposes of clause (a), on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “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 any item determined on an annual basis, such as the deduction for depreciation, or periodic basis (including amortization and (iidepreciation deductions) 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 allocated to the portion of the Straddle Period ending on and including the Closing Date, Date based on the one hand, and the relative number of days for the in such portion of the Straddle Period beginning after as compared to the Closing Date, on number of days in 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 gains, income, deductions, losses, or other items attributable to UAV for U.S. federal, state, or local income tax purpose with respect to any Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to Transfer Taxesentire Straddle Period.