Common use of Straddle Periods Clause in Contracts

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) , in the case of any Taxes of the Companies that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of any such tax 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 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 the Effective Closing Date and Constar the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall pay be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or cause measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar allocated under this Section 3.2 and provide 11.5 shall be computed by reference to Constar the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Taxing Authority to treat a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date portion of any Straddle Period Return (determined without regard to applicable extensions)as a short taxable period ending as of the close of business on the Closing Date. Constar Buyer and the Shareholder agree that any deductions associated with Transaction Expenses shall pay to Crown its portion be included as deductions of Taxes determined under this Section 3.2 the Companies in all Tax Returns for Straddle Period Returns to Crown no less than 10 days prior the Pre-Closing Periods to the due date extent permitted by Legal Requirement and further agree, except as otherwise required by Legal Requirement, that the “next day rule” of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) has no application with respect to such Transaction Expenses. Buyer and Shareholder further agree to apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by success based fees in connection with this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesAgreement.

Straddle Periods. (a) If, Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Crown Purchaser shall pay deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be paid and filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Sellers shall indemnify and hold Constar and be responsible for the members payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Constar Group harmless against Straddle Period through the Tax Liabilities attributable Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the affected member or members Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the Constar Group responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of such tax period the Straddle Period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown including, and the members portion of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period Straddle Period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Closing Date shall be based upon an interim determined by assuming that the Straddle Period consists of two taxable years or periods, one of which ends at the close of the Closing Date and the other of which begins at the beginning of the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the affected member Acquired Companies are closed at the close of business on the Closing Date; provided, however, (i) exemptions, allowances or members of deductions that are calculated on an annual basis, such as the Constar Group deduction for depreciation; and (ii) periodic taxes, such as of the opening of the day following the Effective Date real and personal property taxes, shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar be apportioned ratably between such periods on a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesdaily basis.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay The Buyers will prepare or cause to be paid prepared and shall indemnify and hold Constar and the members file or cause to be filed when due any Tax Returns of the Constar Group harmless against Company or with respect to the assets or activities of the Company for Straddle Periods and will remit all Taxes shown due on such Tax Returns. The Buyers will permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and will make such revisions to such Tax Returns unless the Buyers reasonably determine that a proposed revision is not appropriate. The Seller will pay to the Buyers no later than two days prior to the date on which the Buyers pay the Taxes shown due on the Tax Liabilities attributable Returns an amount equal to the affected member or members of the Constar Group for the portion of such tax period ending on Taxes for which the Effective Date and Constar shall pay Seller is liable pursuant to this Section 10 to the extent such Tax Liability is not included as a Liability in the determination of Net Working Capital under Section 2.3. To the extent permitted or cause to be paid and shall indemnify and hold Crown and required by law or administrative practice, the members taxable year of the Crown Group harmless against Company which includes the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Closing Date shall be based upon treated as closing on (and including) the Closing Date. Where it is necessary for purposes of this Section 10 to apportion between the Seller and the Buyers the Taxes of the Company or with respect to the assets or activities of the Company for a Straddle Period (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date on the basis of an interim closing of the books books, except that in the case of any Taxes that are imposed on a periodic basis, the portion of such Tax that shall be allocated to the portion of such Straddle Period ending on the Closing Date will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. For purposes of this Section 10, if any transaction occurs on the Closing Date but after the Closing has occurred, and that transaction is outside the Ordinary Course of Business or otherwise is with respect to assets and activities of the affected member or members of the Constar Group Company, that transaction shall be treated as of the opening of having occurred on the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, For a taxable period of any member of that begins on or before the Constar Group includes the Effective Closing Date but does not end on the Effective and ends after Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Purchaser shall pay prepare or cause to be paid prepared, at Purchaser’s expense, and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. timely file all Tax Returns for the Company which are required to be filed after the Closing Date with respect to such Straddle Periods (the “Straddle Returns”). Subject to the requirements of applicable Tax Law, each Straddle Return shall be referred prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority, and in accordance with the Reporting Position. The Purchaser shall deliver any Straddle Return (along with associated tax workpapers) relating to as “Straddle Period Returns.” The determination of which shows a Tax Liabilities up owing allocable to a Pre-Closing Period to the Sellers’ Representative for its review and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph comment at least thirty (b30) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the date on which such Straddle Return is required to be filed (taking into account extensions) or, in the case of a Straddle Return due within thirty days after the end of the taxable period to which that return relates, as soon as practical. If the Sellers’ Representative disputes any item on any such Straddle Return, it shall, within ten (10) days of receiving such Straddle Return, notify the Purchaser of such disputed item (or items) and the basis for its objection. Sellers’ Representative and Purchaser shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle Return is required to be filed. If Sellers’ Representative and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Sellers and the Purchaser. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of any the Straddle Period Return at issue (determined without regard to taking into account applicable extensions), then such Straddle Return shall be filed as prepared by Purchaser, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Interest Purchaser shall accrue at provide a rate copy of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund such Tax Returns to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days Sellers’ Representative promptly after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencessuch Tax Returns.

Straddle Periods. All real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or the Acquired Assets for a Tax period that includes (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on on) the Effective Date (Closing Date, whether such Taxes are payable to a Governmental Authority, a landlord or other third party, shall be apportioned between Buyer and Seller as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against Closing Date based upon, respectively, the Tax Liabilities attributable to the affected member or members number of the Constar Group for calendar days in the portion of such tax Tax period ending on the Effective Closing Date and Constar the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall pay or cause be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Business and the Acquired Assets required to be paid filed after the Closing Date. For any such Tax Return relating to a Tax period that begins on or prior to, and ends after, the Closing Date, Buyer shall indemnify and hold Crown and the members of the Crown Group harmless against the provide such Tax Liabilities attributable Return to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 Seller at least 30 days prior to the due date of any Straddle Period on which such Tax Return is required to be filed (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified but in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) no event earlier than 30 days after the filing of any Straddle Period ReturnClosing Date), for Seller’s review and comment. Constar Seller shall pay have ten days to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% review and comment on any payment such Tax Return, which comments Buyer shall take into consideration in its sole discretion. Buyer shall provide such Tax Returns to the Seller at least ten business days prior to the date on which any such Tax Return is required by this Section 3.2 not made within the time specified to be filed, for Seller’s review and comment. Seller shall have five business days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in the two preceding sentencesits sole discretion.

Straddle Periods. Buyer shall prepare or cause to be prepared (aon a basis consistent with past practice) If, for purposes of a Crown Consolidated Return, a taxable period of and file or cause to be filed any member Tax Returns of the Constar Group includes Acquired Companies with respect to any period beginning before the Effective Closing Date but does not end on and ending after the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “"Straddle Period”"), Crown and shall pay or cause to be paid all Taxes due with respect to such Tax Returns. To the extent that the Indemnifying Stockholders may have liability with respect to such Returns, Buyer (i) shall deliver each such Tax Return to the Stockholder Representative for review at least fifteen (15) days prior to the filing date of any such Tax Return (in cases involving Tax Returns not relating to income taxes, if it is impracticable to deliver such Tax Returns 15 days prior to the filing thereof, such Tax Returns shall be delivered to the Stockholder Representative as far prior to the filing thereof as is practicable); (ii) shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing; and (iii) shall indemnify and hold Constar and make such revisions to such Tax Returns as are reasonably requested by the members Stockholder Representative, provided that such revisions relate to the portion of the Constar Group harmless against Straddle Period that ends on the Tax Liabilities attributable to the affected member or members Closing Date. Buyer shall be reimbursed out of the Constar Group for Escrow Assets within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such tax period Taxes which relates to the portion of such Straddle Period ending on the Effective Closing Date, except to the extent such Taxes are reflected in the Tax Reserves; provided, however, that the reimbursement provided for in this Section 11.5(a) shall be treated as a Loss and shall be subject to the limitations set forth in Section 11.2 and to the relevant limitation period provided for in Section 12.4. For purposes of the preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Straddle Period ending on the Closing Date shall: (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and Constar shall pay the denominator of which is the number of days in the Straddle Period, and (ii) in the case of any Tax based upon or cause related to income or receipts, be paid deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date; and shall indemnify and hold Crown and the members provided, further, that with respect to Taxes of the Crown Group harmless against the Tax Liabilities Acquired Companies for a Straddle Period, Buyer shall not be reimbursed for any Taxes attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period ReturnsLIFO recapture income.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) IfAll personal property Taxes, real property Taxes, and similar ad valorem obligations levied with respect to the Transferred Assets or Business for purposes a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as of a Crown Consolidated Return, a the Closing Date based on the number of days of such taxable period of any member of included in the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar Pre-Closing Tax Period and the members number of days of such taxable period included in the Constar Group harmless against the Post-Closing Tax Liabilities Period. All other Taxes (including sales, use, value added, goods and services and other similar Taxes, employment Taxes, withholding Taxes, and any Tax based on or measured by income, receipts or profits) attributable to the affected member or members ownership and operation of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown Business and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group Transferred Assets for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such a Straddle Periods Period shall be referred to as allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on a deemed “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books books” at the close of the affected member or members Closing Date. Seller shall be liable for the amount of such Taxes that is apportioned to the Constar Group as Pre-Closing Tax Period (which Taxes shall be considered Excluded Taxes), and Buyer shall be liable for the amount of such Taxes that is apportioned to the opening Post-Closing Tax Period. Within a reasonable period, Seller, on the one hand, and Buyer, on the other hand, shall present a statement to the other setting forth the amount of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar reimbursement to which each is entitled under this Section 3.2 and provide 6.2, together with such supporting evidence as is reasonably necessary to Constar a statement showing calculate the proration amount. The proration amount owed shall be paid by Constar (an “Interim Statement”) the party owing it to the other party within 20 10 days after delivery of the due date of any Straddle Period Return (determined without regard to applicable extensions)such statement. Constar shall pay to Crown its portion of Taxes determined Any payment required under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 6.2 and not made within 10 days after delivery of the statement shall bear interest at the rate per annum determined, from time specified in to time, under the immediately preceding sentenceprovisions of Section 6621(a)(2) of the Code for each day until paid. Crown shall refund For the avoidance of doubt, any employment Taxes attributable to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied a Pre-Closing Tax Period but deferred pursuant to the tax shown due Coronavirus, Aid, Relief and payable on any Straddle Period Return as filed. Crown Economic Security Act shall prepare be considered Taxes incurred in a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesPre-Closing Tax Period.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (, in the case of any Taxes that are payable for a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period Tax which relates to the portion of such Straddle Period ending on the Effective Closing Date shall (A) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use, or payroll, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (1) the numerator of which is the number of calendar days in the Straddle Period ending on the Closing Date and Constar shall pay (2) the denominator of which is the number of calendar days in the entire Straddle Period and (B) in the case of any Tax based upon or cause related to income, receipts, sales, or payroll, be paid and shall indemnify and hold Crown and deemed equal to the members amount which would be payable if the relevant Straddle Period ended as of the Crown Group harmless against close of the Tax Liabilities attributable Closing Date. For purposes of this Section 6.8(c), to the affected member maximum extent permitted by Law, (A) any item determined on an annual or members periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be allocated to the portion of the Constar Group for Straddle Period ending on the remainder Closing Date based on the relative number of days in such tax period portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit resulting from a Parent Closing Date Transaction shall be allocated to the portion of the Straddle Period beginning with on the day after the Effective Closing Date; and (C) any item of deduction attributable to any Transaction Expenses and other items incurred by the Unitholders shall be allocated to the portion of the Straddle Period ending on the Closing Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, the parties agree that for purposes of determining income, profit, loss, deduction, or any other items allocable to any Tax Returns for period of the Company, such Straddle Periods shall items will be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following determined using the Effective Date shall be based upon an interim closing of the books method under Code Section 706 and Treasury Regulations Section 1.706-4 (or any similar or corresponding provision of state or local law), using the affected member or members of the Constar Group “calendar day” convention, effective as of the opening end of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of With respect to any member Straddle Return of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (Acquired Companies covering a “Straddle Period”), Crown Buyers shall pay or cause such Straddle Return to be prepared and shall cause to be paid and shall indemnify and hold Constar and included in such Straddle Return all Tax items required to be included therein. In the members case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up (“Pre-Closing Taxes”) that are based on or related to and following the Effective Date shall income, gains or receipts will be based upon computed (by an interim closing of the books of the affected member or members of the Constar Group books) as if such taxable period ended as of the opening of the day following the Effective Closing Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide any other Pre-Closing Taxes will be computed to Constar a statement showing be the amount owed by Constar (an “Interim Statement”) within 20 days of such Taxes for the due date of any entire Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion multiplied by a fraction, the numerator of Taxes determined under this Section 3.2 for which is the number of days in the Straddle Period Returns to Crown no less ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 10 30 calendar days prior to the due date of any each Straddle Period Return, Buyers shall deliver a copy of such Straddle Return (determined without regard to applicable extensionsSeller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior to the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Section 11.1(d). Interest , Seller shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified be responsible for its pro rata share, according to Seller’s ownership interest in the immediately preceding sentence. Crown shall refund to Constar the excess relevant Acquired Company, of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the tax shown due extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which such Taxes relate with respect to the period for which the Taxes are due, and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown will pay such amounts to Constar (a “Final Statement”) 30 Buyers no later than seven calendar days after the filing of any the Straddle Period Return. Constar shall pay Return with respect to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentenceswhich such pre-Closing Taxes related.

Straddle Periods. PGG shall provide CMH with copies of each Straddle ---------------- Period Tax Return at least 30 days before its due date (a) Ifgiving effect to any extensions thereto), for purposes of accompanied by a Crown Consolidated Return, a taxable period of any member statement calculating in reasonable detail the C/M Parties' indemnification obligation pursuant to Section 11.7 (the "Tax Indemnification Statement"). CMH shall have the right to review each such Straddle Period Tax Return and the related Tax Indemnification Statement before the filing of the Constar Group includes Straddle Period Tax Return. If CMH disputes any amounts shown due on any such Tax Returns or the Effective Date but does not end amount calculated in the related Tax Indemnification Statement, CMH and PGG shall consult and attempt to resolve in good faith any issues arising as a result of the review of such Straddle Period Tax Return and Tax Indemnification Statement. If CMH agrees to the Tax Indemnification Statement amount, CMH shall pay to PGG an amount equal to the Taxes shown on the Effective Date Tax Indemnification Statement not later than three Business Days before the due date (including any extensions thereof) for payment of Taxes with respect to the related Straddle Period Tax Return. If CMH and PGG are unable to resolve any dispute within 30 days after CMH's receipt of such Straddle Period Tax Return and Tax Indemnification Statement, the dispute shall be resolved by PricewaterhouseCoopers, acting as otherwise generally provided under Section 2.3 an expert and not as an arbitrator (the "Independent Auditor") which shall resolve any issue in dispute as promptly as practicable. One-half of this Agreementall fees and disbursements of the Independent Auditor shall be paid by CMH and one-half shall be paid by PGG. If the Independent Auditor is unable to make a determination with respect to any disputed issue before the due date (including any extensions) (a “for the filing of the Straddle Period”)Period Tax Return in question, Crown PGG shall pay file, or shall cause to be paid and shall indemnify and hold Constar and filed by the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for Acquired Subsidiaries, such Straddle Periods shall be referred Period Tax Return without such determination having been made. Upon delivery to as “Straddle Period Returns.” The determination CMH and PGG by the Independent Auditor of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar its determination, CMH shall pay to Crown its portion of PGG any Taxes with respect to such Straddle Period Tax Return which the Independent Auditor determined under to be the proper amount chargeable to CMH pursuant to this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to 11.4. The determination by the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest Independent Auditor shall accrue at a rate of 8% be final, conclusive and binding on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesParties.

Straddle Periods. Any Taxes (aother than federal and state income Taxes in the event that a short period Tax Return is filed with respect to such Taxes) If, for purposes of with respect to the Company that relate to a Crown Consolidated Return, a taxable Tax period of any member of which begins on or before the Constar Group includes Closing Date and ends after the Effective Date but does not end on the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreementa "STRADDLE PERIOD") (a “Straddle Period”), Crown shall pay or cause to be paid apportioned between the Pre-Closing Partial Period and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending Straddle Period beginning on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective DateClosing Date (the "POST-CLOSING PARTIAL PERIOD"), (i) in the case of real or personal property Taxes (and any other ad valorem Taxes on a per diem basis) and, (ii) in the case of other Taxes, on an "INTERIM CLOSING OF THE BOOKS" method. The Purchaser shall cause the Company to file any Tax Returns for any Straddle Period, and the Purchaser shall pay all Taxes shown as due on any such Straddle Periods shall be referred Tax Returns. With respect to as “Straddle Period Returns.” The determination of any such Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of Returns for any Straddle Period required to be filed by the Company and not required to be filed prior to the Closing Date, the Company shall provide the Seller with copies of any such completed Tax Return at least thirty (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 30) business days prior to the due date for filing of such Tax Return and the Seller shall have the right to review such Tax Return prior to the filing of such Tax Return. The Seller and the Purchaser agree to consult and resolve in good faith any Straddle issues arising as a result of such review. The Seller shall pay the Purchaser all such Taxes apportioned to the Pre-Closing Partial Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required the extent not paid by this Section 3.2 not made within the time specified Company prior to the Closing Date or reflected in the immediately preceding sentence. Crown shall refund Post-Closing adjustment under SECTIONS 2.3 and 2.4) due pursuant to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar such Tax Returns under the provisions of this SECTION 9.7(b) within fifteen (15) business days of receipt of notice of such filing by the Purchaser, which notice shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers set forth in reasonable detail the Final Statement. Interest shall accrue at a rate calculations regarding the Seller's share of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencessuch Taxes.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) , Taxes for a Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), Crown ) shall pay or cause be apportioned to be paid and shall indemnify and hold Constar the portion of the Straddle Period that ends on the Closing Date (the “Pre-Closing Tax Period”) and the members portion that ends after the Closing Date (the “Post-Closing Tax Period”) using the following conventions: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount apportioned to a Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Constar Group harmless against Straddle Period ending on the Tax Liabilities attributable Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be apportioned to the affected member or members Post-Closing Tax Period; and (B) in the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes) the Constar Group amount apportioned to the Pre-Closing Tax Period shall be determined as if the Company had filed a separate Return with respect to such Taxes for the portion of such tax period the Straddle Period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members end of the Crown Group harmless against day on the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Closing Date shall be based upon an interim using a closing of the books methodology, and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period. For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard as compared to applicable extensions). Constar shall pay to Crown its portion the number of Taxes determined under this Section 3.2 for days in the entire Straddle Period Returns to Crown no less than 10 days prior and the balance of such items shall be apportioned to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesPost-Closing Tax Period.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period In the case of any member Straddle Period, the amount of any Taxes of the Constar Group includes Company and its Subsidiaries not based upon or measured by income, payroll, specific activities or events, the Effective Date but does not end on level of any item, gain, receipts, proceeds or profits or similar items for the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause Pre-Closing Tax Period will be deemed to be paid and shall indemnify and hold Constar and the members amount of such Taxes for the Constar Group harmless against entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective day immediately before the Closing Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members denominator of which is the Crown Group harmless against the Tax Liabilities attributable to the affected member or members number of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for days in such Straddle Periods shall be referred to as “Period. The amount of any other Taxes for a Straddle Period Returns.” The determination of that is included in the Pre-Closing Tax Liabilities up to and following the Effective Date shall Period will be determined based upon on an interim closing of the books of the affected member or members of the Constar Group as of the opening close of business on the day immediately before the Closing Date (and for such purpose the taxable period of any partnership will be deemed to end as of the close of business on the day following immediately before the Effective Closing Date); provided, however, that (i) any carryforward of charitable contribution deductions, Tax credits, or other Tax attributes from a Tax Period ending before the Closing Date and shall otherwise follow to a Straddle Period will be deemed to be used fully in the principles portion of paragraph such Straddle Period ending on the day immediately before the Closing Date before being used in the portion of such Straddle Period beginning on the Closing Date, (bii) of this section. Crown shall determine Tax deductions related to Transaction Expenses, the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing Transaction Bonus Payments, the amount owed by Constar (an “Interim Statement”) within 20 days payment of the due date of any Company Indebtedness, and the other transactions or payments contemplated by this Agreement that are allowed under applicable Tax Law in a Straddle Period Return (determined without regard shall be allocated to applicable extensions). Constar shall pay to Crown its the pre-Closing portion of Taxes determined under this Section 3.2 for the Straddle Period Returns to Crown no less than 10 days prior as provided in Section 8.8.4, and (iii) exemptions, allowances or deductions that are calculated on an annual basis will be allocated to the due date portion of any the Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% ending on any payment required by this Section 3.2 not made within the time specified day immediately before the Closing Date in the same proportion as the number of calendar days during the Straddle Period through the day immediately preceding sentence. Crown shall refund to Constar before the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied Closing Date bears to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 number of calendar days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesentire Straddle Period.

Straddle Periods. (a) IfThe Company and the Parent shall cause the Relevant Companies to, for purposes unless prohibited by applicable law, close their respective taxable periods as of the end of the Closing Date. If applicable law does not permit Company or Relevant Companies to close its taxable year as of the end of the Closing Date or in any case in which a Crown Consolidated Return, Tax is assessed with respect to a taxable period of any member of the Constar Group which includes the Effective Closing Date (but does not end on as of the Effective Date (as otherwise generally provided under Section 2.3 end of this Agreementthat day) (a “Straddle Period”), Crown the Taxes, if any, attributable to a Straddle Period shall pay be allocated (i) to the period up to and including the Closing Date or cause (ii) to the period subsequent to the Closing Date, in each case, as set forth in this Section 8.7.3. Except as set forth in the next sentence, any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be paid and shall indemnify and hold Constar and the members made by means of a closing of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members books and records of the Constar Group for Relevant Companies as of the portion end of such tax the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Effective Closing Date and Constar shall pay or cause the period after the Closing Date in proportion to be paid and shall indemnify and hold Crown and the members number of calendar days in each such period. For purposes of determining the Crown Group harmless against the Tax Liabilities amount of income Taxes attributable to the affected member or members period up to and including the end of the Constar Group for Closing Date, the remainder income amounts under Sections 951, 951A and 956 of such the Code shall be computed consistently as if the tax period beginning with year of any controlled foreign corporation had ended on the Closing Date. In the case of any Taxes of the Relevant Companies imposed on a periodic basis (including real property and ad valorem Taxes) the allocation described in this Section 8.7.3 shall be made based on the number of calendar days during the Straddle Period on or before the Closing Date, on the one hand, and the number of calendar days in the Straddle Period after the Closing Date, on the other hand. Notwithstanding the foregoing, any Taxes relating to any transactions not in the ordinary course of business of the Relevant Companies that occur after the time of the Closing on the Closing Date shall be treated as occurring on the day after the Effective Closing Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Parent shall pay prepare or cause to be paid prepared and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay file or cause to be paid and filed any Tax Returns of the Acquired Companies for all Straddle Periods. Parent shall indemnify and hold Crown provide a draft of any such Tax Returns (which draft may be a pro forma Tax Return or a redacted draft showing only information relating to the Pre-Closing Tax Period and the members Acquired Companies) that shows a cash Tax liability for which the Indemnitees may claim a right to indemnification under this Agreement in excess of the Crown Group harmless against the Tax Liabilities attributable $500,000 to the affected member or members of the Constar Group Securityholder Representative for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown review no less than 10 thirty (30) days prior to the due date for timely filing of such Tax Returns, or if the due date is within thirty (30) days of the Closing Date, as promptly as practicable after the Closing Date, and Parent shall consider in good faith any reasonable comments provided by the Securityholder Representative with respect to such Tax Returns at least ten (10) days prior to the due date thereof. Pursuant to Article 10 but without limiting any of Parent’s rights under Article 10, Parent may recover from the Indemnity Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of any Straddle Period Return (ending on the Closing Date to the extent that such Taxes were not previously taken into account in determining Unpaid Company Transaction Expenses or as a liability in determining the Closing Working Capital, each as finally determined without regard pursuant to applicable extensions)Section 2.08. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles For purposes of this Section 3.2 applied 7.02 and Section 10.02(i), the portion of any Tax that relates to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing portion of any Straddle Period Return. Constar ending on the Closing Date shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified (a) in the two preceding sentencescase of real property, personal property and similar ad valorem Taxes be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of days in the Straddle Period ending on the Closing Date and (ii) the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any other Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date. Tax Liabilities determined under Sections 951 and 951A of the Code shall be determined by assuming that the taxable period of each Acquired Company ended as of the Closing Date (such that all Tax Liabilities determined under Sections 951 and 951A of the Code that are attributable to economic activity occurring on or before the Closing Date will be allocable to a taxable period (or portion thereof) ending on or prior to the Closing Date).

Straddle Periods. With respect to any Taxable period that ---------------- would otherwise include but not end on the Closing Date, to the extent permissible pursuant to applicable law, Seller will, and Purchaser will cause each Subsidiary to, (a) Iftake all steps as are or may be reasonably necessary, including, without limitation, the filing of elections or returns with applicable Taxing authorities, to cause such period to end on the Closing Date; or (b) if clause (a) is inapplicable, to the extent permitted by applicable law, report the operations of each Subsidiary only for purposes the portion of such period ending on or immediately before the Closing Date in a Crown Consolidated Returncombined, a taxable consolidated, or unitary Tax Return filed by Seller, notwithstanding that such Taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date Closing Date. If clause (b) applies to a Taxable period of a Subsidiary, the portion of such Taxable period included in such return filed by Seller will be treated as otherwise generally provided under Section 2.3 of this Agreementa Pre-Closing Tax Period described in Subsection 5.11.1; provided, however, that Purchaser shall be responsible for filing all Tax Returns with respect to all such straddle periods. If neither clause (a) nor (a “Straddle Period”)b) is applicable, Crown then Purchaser and the Subsidiaries shall prepare and file the appropriate Tax Returns, Purchaser shall pay or cause to be paid any Taxes with respect thereto, and Seller shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group reimburse Purchaser for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to any income Taxes shown as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable thereon that relate to the portion of such straddle period that ends on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. (a) IfBuyer shall prepare and file, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid prepared and shall indemnify and hold Constar and the members filed, all Tax Returns of the Constar Group harmless against Company for all Straddle Periods. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the Tax Liabilities attributable to the affected member or members past practices of the Constar Group for Company with respect to such items, unless otherwise required by applicable Law. Buyer shall permit the portion of Representative a reasonable opportunity to review each such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph Return at least thirty (b30) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date for filing, including any extensions, and Buyer shall consider in good faith all reasonable comments proposed by the Representative in writing. Buyer shall cause the Company to execute and timely file each such Tax Return and shall cause the Company to remit any Taxes payable with respect to such Tax Returns; provided, however, that Buyer shall be indemnified by Sellers at least two days prior to the date on which such Taxes are due to the extent provided in Article 9 hereof to the extent that such Taxes were not included as Unpaid Taxes, Transaction Expenses, Net Working Capital or otherwise taken into account as a reduction in the calculation of the Final Cash Purchase Price under Section 1.3. To the extent permitted or required by applicable Law, the taxable year of the Company that begins before and includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Taxes that are imposed with respect to any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period Return ending on (determined without regard to applicable extensions). Interest and including) the Closing Date shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified (x) in the immediately preceding sentence. Crown shall refund to Constar the excess case of any payment made by Constar over real or personal property Taxes or other similar Taxes imposed on a periodic basis, be deemed to be the amount calculated following of such Tax for the principles entire taxable period multiplied by a fraction the numerator of this Section 3.2 applied 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 Straddle Period and (y) in the case of any other Tax, be deemed equal to the tax shown due amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days ends after the filing Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesCompany.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, For a taxable period of any member of that begins on or before the Constar Group includes the Effective Closing Date but does not end on the Effective and ends after Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Buyer shall pay prepare or cause to be paid prepared, at Buyer’s expense, and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. timely file all Tax Returns for the Company which are required to be filed after the Closing Date with respect to such Straddle Periods (the “Straddle Returns”). Subject to the requirements of applicable Tax Law, each Straddle Return shall be referred prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority, and in accordance with the Reporting Position. The Buyer shall deliver any Straddle Return (along with associated tax workpapers) relating to as “Straddle Period Returns.” The determination of which shows a Tax Liabilities up owing allocable to a Pre-Closing Period to the Seller for its review and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph comment at least thirty (b30) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the date on which such Straddle Return is required to be filed (taking into account extensions) or, in the case of a Straddle Return due within thirty days after the end of the taxable period to which that return relates, as soon as practical. If the Seller disputes any item on any such Straddle Return, it shall, within ten (10) days of receiving such Straddle Return, notify the Buyer of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of any the Straddle Period Return at issue (determined without regard to taking into account applicable extensions), then such Straddle Return shall be filed as prepared by Buyer, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Interest Buyer shall accrue at provide a rate copy of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund such Tax Returns to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days Seller promptly after the filing of any Straddle Period Returnsuch Tax Returns. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.10.2.3

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) , Taxes for a Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), Crown ) shall pay or cause be apportioned to be paid and shall indemnify and hold Constar the portion of the Straddle Period that ends on the Closing Date (the “Pre-Closing Tax Period”) and the members portion that ends after the Closing Date (the “Post-Closing Tax Period”) using the following conventions: (A) in the case of property Taxes and other similar Taxes imposed on a periodic basis, the amount apportioned to a Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Constar Group harmless against Straddle Period ending on the Tax Liabilities attributable Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be apportioned to the affected member or members Post-Closing Tax Period; and (B) in the case of all other Taxes (including income Taxes, employment Taxes, and sales and use Taxes) the Constar Group amount apportioned to the Pre-Closing Tax Period shall be determined as if the Company had filed a separate Return with respect to such Taxes for the portion of such tax period the Straddle Period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members end of the Crown Group harmless against day on the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Closing Date shall be based upon an interim using a closing of the books methodology, and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period. For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard as compared to applicable extensions). Constar shall pay to Crown its portion the number of Taxes determined under this Section 3.2 for days in the entire Straddle Period Returns to Crown no less than 10 days prior and the balance of such items shall be apportioned to the due date of any Straddle Period Return (determined without regard to applicable extensions)Post-Closing Tax Period. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.45

Straddle Periods. Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (a) Ifafter taking into account any valid extension), Purchaser shall deliver such Tax Return to Seller. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Seller, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Pursuant to Article 10, but without limiting any of Purchaser’s rights under Article 10, Purchaser may recover from the Indemnity Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to the extent not accounted for in the determination of the Aggregate Consideration pursuant to this Agreement or covered by any Straddle Period UK Corporation Tax Payments (as defined below). For purposes of this Section 7.02 and Section 10.02(e), the portion of any Tax that relates to the portion of any Straddle Period ending on the Closing Date shall be deemed equal to the amount of Tax which would be payable if the relevant Straddle Period ended on the Closing Date. For the avoidance of doubt, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under this Section 2.3 of this Agreement) (a “Straddle Period”7.02 and Section 10.02(e), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such United Kingdom corporation tax period that relates to the portion of any Straddle Period ending on the Effective Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date (such amount being referred to as the “Straddle Period Pre-Closing UK Corporation Tax Amount”). In the event that the Acquired Companies make any payments prior to Closing to HM Revenue and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members Customs in respect of United Kingdom corporation tax of the Crown Group harmless against the Tax Liabilities attributable Acquired Companies where such tax is referable in whole or part to a Straddle Period then to the affected member or members of the Constar Group for the remainder of extent that such tax period beginning with the day after the Effective Date. Tax Returns for payments are referable to a Straddle Period (such Straddle Periods shall be payments being referred to as “Straddle Period Returns.” The determination UK Corporation Tax Payments”) and Purchaser (acting in good faith) determines that the aggregate of such Straddle Period UK Corporation Tax Liabilities up to and following Payments exceeds the Effective Date shall be based upon an interim closing aggregate Straddle Period Pre-Closing UK Corporation Tax Amount of the books Acquired Companies, Purchaser shall pay Seller an amount equal to the excess. Without duplication, to the extent that Purchaser actually receives, within twenty-four months after the Closing Date, a refund from the relevant Governmental Authority of Taxes of the affected member Acquired Companies allocable to the Pre-Closing Tax Period or members the pre-Closing portion of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of which Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days were paid by the Acquired Companies prior to the due date Closing, Purchaser shall pay the amount of such refund within 14 days of receipt or as soon as reasonably practicable, net of any Tax or other cost to Purchaser and its Affiliates of obtaining and receiving such refund, to Seller, except to the extent such refund was accounted for in the determination of the Aggregate Consideration. For the avoidance of doubt in calculating the Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on Pre-Closing UK Corporation Tax Amount any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied group relief that would be available to the tax shown due and payable on any Acquired Companies in respect of the Straddle Period Return shall be taken so long as filed. Crown shall prepare a second statement showing Purchaser determines that such group relief would not have any additional amount owed by Constar adverse effect on Purchaser or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesits Affiliates.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) , if the Closing occurs, any Tax of Holdings or the Company that is attributable to any Tax period that begins on or before the Cutoff Date and ends after the Cutoff Date (a “Straddle Period”), Crown shall pay or cause to ) will be paid apportioned between the portion of the Straddle Period that extends before the Cutoff Date through and shall indemnify and hold Constar including the Cutoff Date (the “Pre-Cutoff Straddle Period”) and the members portion of the Constar Group harmless against Straddle Period that extends from the date immediately after the Cutoff Date to the end of the Straddle Period (the “Post-Cutoff Straddle Period”) in accordance with this Section 5.1. The portion of such Tax Liabilities attributable to the affected member Pre-Cutoff Straddle Period will (a) in the case of any sales or members 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 ended on and included the Cutoff Date, and (b) in the case of any other Taxes, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Cutoff Straddle Period and denominator of which is the number of days in the Straddle Period. The portion of Tax attributable to a Post-Cutoff Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing, (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be allocated to the Pre-Cutoff Straddle Period based on the relative number of days in such portion of the Constar Group for Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit from a Buyer Closing Date Transaction shall be allocated to the Post-Cutoff Straddle Period; and (C) any item of deduction attributable to any Transaction Deductions accruing on or before the Closing Date shall be allocated to the portion of such tax period the Straddle Period ending on the Effective Date Cutoff Date, regardless of whether accrued before or after the Cutoff Date; and Constar (D) any Tax or item of income, gain, loss or deduction from activities outside the Ordinary Course of Business during the Interim Period shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable allocated to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Pre-Cutoff Straddle Periods shall be referred to as “Straddle Period ReturnsPeriod.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) IfAll property taxes, for purposes of a Crown Consolidated Return, a taxable period of any member personal property taxes and similar AD VALOREM obligations in respect of the Constar Group includes Purchased Assets that relate to periods beginning prior to the Effective Closing Date but does not end on and ending after the Effective Closing Date ("STRADDLE PERIODS") shall be prorated as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”)the Closing Date. Seller's estimated accrued liability at the Closing for any of the above-described Taxes and charges that are due and payable after the Closing Date shall be withheld from Closing Cash Consideration by Buyer at the Closing. Buyer shall prepare and file, Crown or shall pay or cause to be paid prepared and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending filed, on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “a timely basis, all Straddle Period Returns.” The determination of tax returns. Buyer shall provide each Straddle Period Tax Liabilities up return to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph Seller for review not less than ten (b10) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 business days in advance of the due date of any Straddle Period Return thereof (determined without regard which return shall be subject to applicable extensionsSeller's approval not to be unreasonably withheld). Constar , and Buyer shall pay to Crown its Seller's prorated portion of Taxes determined under this Section 3.2 for Straddle Period Returns the tax shown to Crown no be due on each such return not less than 10 five (5) business days prior to before the due date of such payment; PROVIDED that in the event that Buyer has not withheld from the Closing Cash Consideration an amount which is sufficient to fully pay Seller's prorated portion of the Tax due on such return, then upon notice from Buyer Seller shall promptly pay Buyer such amount. Buyer agrees to promptly return to Seller any Straddle Period Return (determined without regard portion of the Closing Cash Consideration retained by it pursuant to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 8.2 not made within the time specified in the immediately preceding sentence. Crown shall refund used to Constar the excess pay Seller's prorated portion of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any such Taxes for a Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesPeriod.

Straddle Periods. All real property Taxes, personal property Taxes and similar ad valorem obligations levied on a Seller with respect to the Business or the Purchased Assets for a Tax period that includes (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on on) the Effective Date (Closing Date, whether such Taxes are payable to a taxing authority, a landlord or other third party, shall be apportioned between Section 9.2 and Section 9.3 as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against Closing Date based upon, respectively, the Tax Liabilities attributable to the affected member or members number of the Constar Group for calendar days in the portion of such tax Tax period ending on the Effective Closing Date and Constar the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall pay or cause be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Purchaser shall be responsible for filing all Tax Returns relating to such Taxes with respect to the Business and the Purchased Assets required to be paid filed after the Closing Date. For any such Tax Return relating to a Tax period that begins on or prior to, and ends after, the Closing Date, Purchaser shall indemnify and hold Crown and the members of the Crown Group harmless against the provide such Tax Liabilities attributable Return to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph Sellers at least thirty (b30) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period on which such Tax Return is required to be filed (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified but in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar no event earlier than thirty (a “Final Statement”30) 30 days after the filing of any Straddle Period ReturnClosing Date), for Sellers’ review and comment. Constar Sellers shall pay have ten (10) days to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% review and comment on any payment such Tax Return, which comments Purchaser shall take into consideration in its sole discretion. Purchaser shall also be responsible for filing all Tax Returns relating to sales, withholding and GST for the Business for periods beginning on or prior to but ending after the Closing Date. Purchaser shall provide such Tax Returns to the Sellers at least ten (10) business days prior to the date on which any such Tax Return is required by this Section 3.2 not made within the time specified to be filed, for Sellers’ review and comment. Sellers shall have five (5) business days to review and comment on any such Tax Return, which comments Purchaser shall take into consideration in the two preceding sentencesits sole discretion.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (, Income Taxes shown on a “Tax Return for a Straddle Period”), Crown Period prepared consistent with past tax practice and accounting methods shall pay or cause to be paid allocated between the Pre- and shall indemnify and hold Constar and Post-Closing Straddle Periods on the members basis of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group actual Taxable income for the portion of each such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon Period, determined by (i) an interim closing of the books at the close of the affected Closing Date (or such other allocation method as the Parties may agree to in writing), and (ii) as to each Straddle Period, treating each member or members of the Constar Group combined group that is includable in a Combined Income Tax Return for the entire Straddle Period as included in such Combined Income Tax Return, and by treating any member of the opening combined group that is not includable in such Combined Income Tax Return for the entire Straddle Period as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the 48 53 Purchaser and Sellers regarding the amount of Taxes allocated to the day following the Effective Date and Pre-Closing Straddle Period shall otherwise follow be resolved in accordance with the principles of paragraph (bSection 10.6(e) of this sectionAgreement. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar Sellers shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar Purchaser the excess of any payment made by Constar amount allocated (based upon the undisputed amount of Tax shown on each executed Income Tax Return for a Straddle Period) to the Pre-Closing Straddle Period over the amount calculated following of any estimated Income Taxes previously paid by Sellers or the principles of this Section 3.2 applied Companies prior to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar Closing Date; or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar Purchaser shall pay to Crown Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (i) in the case of real and personal property Taxes, on a per diem basis and (ii) in the case of all other Taxes, on the basis of the actual activities of the applicable entity. Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount owed due under this Section 3.2 no less than 5 10.2(d) upon the later of (i) five days before the filing date of the Tax Return for a Straddle Period upon which such payment is based or (ii) ten days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers receipt by the Final Statement. Interest shall accrue at a rate Seller of 8% on any the executed Tax Return upon which such payment required by this Section 3.2 not made within the time specified in the two preceding sentencesis based.

Straddle Periods. (a) IfUnless prohibited by applicable Law, for purposes the taxable period of the Company shall be closed as of the close of business on the Closing Date. In any case where applicable Law does not permit the Company to close its taxable period on the Closing Date or in any case in which a Crown Consolidated Return, Tax is assessed with respect to a taxable period of any member of the Constar Group which includes the Effective Closing Date (but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreementthat day) (a “Straddle Period”), Crown then Taxes, if any, attributable to a Straddle Period shall pay be allocated (i) to the Pre-Closing Periods for the period up to and including the Closing Date, and (ii) to the Post-Closing Periods for the period subsequent to the Closing Date. For Straddle Period Taxes based upon or cause related to income or receipts or imposed in connection with any transaction, the Taxes, if any, shall be paid and shall indemnify and hold Constar and the members allocated based on a closing of the Constar Group harmless against the Tax Liabilities books method, provided that exemptions, allowances or deductions (other than deductions (or reduced deductions) that are attributable to the affected member increased (or members decreased) Tax basis of the Constar Group for assets transferred to the portion of such tax Company in the Restructuring Transactions) that are calculated on an annual basis shall be allocated between the period ending on the Effective Closing Date and Constar the period after the Closing Date in proportion to the number of days in each such period and deductions (or reduced deductions) that are attributable to increased (or decreased) Tax basis of the assets transferred to the Company in the Restructuring Transactions shall pay or cause to be paid and shall indemnify and hold Crown allocated between the period ending on the Closing Date and the members of period after the Crown Group harmless against the Tax Liabilities attributable Closing Date in proportion to the affected member number of days in each such period after the relevant Restructuring Transaction. For Straddle Period Taxes measured by the amount or members level of any item (including such Taxes as are measured by the Constar Group for amount of capital or the remainder value of intangibles), the amount of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph Taxes that are determined by multiplying (bx) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days or level of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days such items immediately prior to the due date Closing by (y) a fraction, the numerator of any which is the number of calendar days in the portion of the Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate ending on the Closing Date and the denominator of 8% on any payment required by this Section 3.2 not made within which is the time specified number of calendar days in the immediately preceding sentenceentire Straddle Period, shall be allocated to the Pre-Closing Period, and the remaining amount shall be allocated to the Post-Closing Period. Crown shall refund to Constar the excess of any payment made by Constar over For all Straddle Period Taxes not described above, the amount calculated following of such Taxes that are determined by multiplying (A) the principles amount of this Section 3.2 applied such Taxes for the entire Straddle Period by (B) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, shall be allocated to the tax shown due Pre-Closing Period and payable on any Straddle Period Return as filed. Crown the remaining amount shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown be allocated to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesPost-Closing Period.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this sectionSection 3.3. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Combined State Tax Return. Constar shall pay to Crown any amount owed under this Section 3.2 3.3 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. For purposes of this Agreement, in the case of any Straddle Period, (a) Ifad valorem or similar Taxes imposed on a periodic basis on the Company Group or the JCA Entities for any Pre-Closing Date Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, for purposes the numerator of a Crown Consolidated Returnwhich is the number of calendar days during the Straddle Period that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period and (b) any other Taxes of the Company Group or the JCA Entities, a as applicable, allocable to the Pre-Closing Date Period shall be computed as if such taxable period of any member ended as of the Constar Group includes end of the Effective Date but does not end day on the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreementor, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date) (on a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members closing of the Constar Group harmless against books basis; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Closing Date (or, if applicable and Constar shall pay or cause solely with respect to be paid and shall indemnify and hold Crown the Brazil Business, the Deferred Brazil Closing Date) and the members period beginning after the Closing Date (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date) in proportion to the number of days in each period; provided, further, that, with respect to any such Taxes of the Crown Group harmless against the Company Group, such exemptions, allowances, deductions or other Tax Liabilities attributes that are attributable to Transaction Tax Deductions will be treated as arising in a period ending on the affected member or members of the Constar Group for the remainder of such tax period beginning Closing Date (or, if applicable and solely with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior respect to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within Brazil Business, the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied Deferred Brazil Closing Date) to the tax shown due extent such amounts are “more likely than not” allocable and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown deductible with respect to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencessuch Pre-Closing Date Period.

Straddle Periods. Purchaser (aat its cost and expense) Ifshall prepare and file, or cause to be prepared and filed, when due any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Purchaser will continue to follow the historic tax accounting methods and practices of the Company with respect to all such Tax Returns, except to the extent otherwise required by applicable Law (unless such change is required as a result of Purchaser’s actions or elections). Purchaser shall permit Sellers to review and comment on each material Tax Return described in the preceding sentence prior to filing. Sellers shall deliver to Purchaser, at least three (3) business days prior to the date on which such Taxes are required to be paid, that portion of the Taxes which relates to the portion of such taxable period of the Company ending on the Closing Date (the “Pre-Closing Straddle Period Taxes”) less the amount of Taxes relating to such Tax Returns that were included in Current Liabilities. For purposes of this Section 12.2, in the case of any Taxes that are imposed on a Crown Consolidated Return, periodic basis and are payable for a taxable period of any member of the Constar Group that includes the Effective Date (but does not end on on) the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”)Closing Date, Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax Tax which relates to the portion of such taxable period ending on the Effective Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to sales, income, payroll, payments or receipts, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and Constar shall pay 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 cause related to sales, income, payroll, payments or receipts be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable deemed equal to the affected member or members of amount which would be payable if the Constar Group for relevant taxable period ended on the remainder of such tax period beginning with the day after the Effective Closing Date. Tax Returns for such Straddle Periods ; provided, however, that property Taxes shall be referred apportioned pursuant to as “Straddle Period ReturnsSection 4.5.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (, Income Taxes shown on a “Tax Return for a Straddle Period”), Crown Period prepared consistent with past tax practice and accounting methods shall pay or cause to be paid allocated between the Pre- and shall indemnify and hold Constar and Post-Closing Straddle Periods on the members basis of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group actual Taxable income for the portion of each such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon Period, determined by (i) an interim closing of the books at the close of the affected Closing Date (or such other allocation method as the Parties may agree to in writing), and (ii) as to each Straddle Period, treating each member or members of the Constar Group combined group that is includable in a Combined Income Tax Return for the entire Straddle Period as included in such Combined Income Tax Return, and by treating any member of the opening combined group that is not includable in such Combined Income Tax Return for the entire Straddle Period as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the Purchaser and Sellers regarding the amount of Taxes allocated to the day following the Effective Date and Pre-Closing Straddle Period shall otherwise follow be resolved in accordance with the principles of paragraph (bSection 10.6(e) of this sectionAgreement. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar Sellers shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar Purchaser the excess of any payment made by Constar amount allocated (based upon the undisputed amount of Tax shown on each executed Income Tax Return for a Straddle Period) to the Pre-Closing Straddle Period over the amount calculated following of any estimated Income Taxes previously paid by Sellers or the principles of this Section 3.2 applied Companies prior to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar Closing Date; or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar Purchaser shall pay to Crown Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (i) in the case of real and personal property Taxes, on a per diem basis and (ii) in the case of all other Taxes, on the basis of the actual activities of the applicable entity. Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount owed due under this Section 3.2 no less than 5 10.2(d) upon the later of (i) five days before the filing date of the Tax Return for a Straddle Period upon which such payment is based or (ii) ten days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers receipt by the Final Statement. Interest shall accrue at a rate Seller of 8% on any the executed Tax Return upon which such payment required by this Section 3.2 not made within the time specified in the two preceding sentencesis based.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Parent shall pay prepare or cause to be paid prepared and shall indemnify and hold Constar and the members file or cause to be filed any Tax Returns of the Constar Group harmless against Acquired Companies for all Straddle Periods. Pursuant to Article 10 and subject to any limitations therein but without limiting any of Parent’s rights under Article 10, Parent may recover from the Tax Liabilities attributable Holdback an amount equal to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members Taxes of the Crown Group harmless against the Tax Liabilities attributable Acquired Companies which relates to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date portion of any Straddle Period ending on the Closing Date. At least ten (10) days prior to filing any income or other material Tax Return, Parent shall submit a copy of such income or other material Tax Return to the Securityholder Representative for the Securityholder Representative’s review and comment, and Parent shall reflect in good faith any reasonable comments provided by the Securityholder Representative with respect to such Tax Returns at least five (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 5) days prior to the due date thereof. For purposes of this Agreement, the portion of any Tax that relates to the portion of any Straddle Period Return ending on the Closing Date shall (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified a) in the immediately preceding sentence. Crown shall refund case of real property, personal property and similar ad valorem Taxes be deemed to Constar be the excess amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and (ii) the denominator of which is the number of days in the entire Straddle Period and (b) in the case of any payment made by Constar over other Tax, be deemed equal to the amount calculated following which would be payable if the principles relevant Straddle Period ended on the Closing Date. Tax Liabilities determined under Sections 951 and 951A of this Section 3.2 applied the Code with respect to any non-U.S. Subsidiary of the Company shall be determined by assuming that the Tax period of each Acquired Company ended as of the Closing Date (such that all Tax Liabilities determined under Sections 951 and 951A of the Code that are attributable to economic activity occurring on or before the Closing Date will be allocable to a Tax period (or portion thereof) ending on or prior to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date).

Straddle Periods. (a) If, Buyer shall prepare all Tax Returns with respect to the Business and the Purchased Assets for purposes of a Crown Consolidated Return, a any taxable period of any member of the Constar Group that includes the Effective Date but does not end on the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown . Buyer shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date draft of any Straddle Period such Tax Return to Seller at least thirty (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 30) days prior to the due date of thereof for Seller’s review, and shall incorporate any reasonable comments provided thereto by Seller. Liability for all real property Taxes, personal property Taxes and other ad valorem Taxes levied with respect to the Business or the Purchased Assets in any Straddle Period Return shall be apportioned between Seller and Buyer based on the number of days in such Straddle Period prior to and including the Closing Date (determined without regard to applicable extensionsfor which Seller shall be liable) and the number of days in such Straddle Period after the Closing Date (for which Buyer shall be liable). Interest Each party shall accrue pay to the other any Taxes for which it is liable hereunder that are payable by such other party to an applicable Governmental Authority at a rate least ten (10) days prior to the due date thereof. For the avoidance of 8% on any payment required by this Section 3.2 not made within doubt, the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles foregoing portion of this Section 3.2 applied 6.05 does not apply to the tax shown due income Tax Returns of the Seller or the Buyer. Each of the Seller and payable on any Straddle Period Return as filedthe Buyer shall be responsible for the preparation of its own income Tax Returns and neither party shall have the right or obligation to review the other party’s income Tax Returns. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period ReturnNOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesCOMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Parent shall pay prepare or cause to be paid prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall indemnify obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group payable for a Straddle Period, the portion of such tax period Tax which relates to the portion of such Straddle Period ending on the Effective Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and Constar shall pay (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or cause related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable deemed equal to the affected member or members of amount which would be payable if the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “relevant Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group ended as of the opening close of business on the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member Buyer shall prepare and timely file or cause to be prepared and timely filed at its expense all Tax Returns of the Constar Group includes Company that include periods ending after the Effective Closing Date; provided that if any such Tax Return relates to any period beginning before the Closing Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Buyer shall pay or cause deliver to be paid the Stockholder Representative for his review and shall indemnify and hold Constar and the members comment a draft of the Constar Group harmless against the proposed Tax Liabilities attributable Return no later than thirty (30) days prior to the affected member or members of the Constar Group Buyer’s proposed filing date for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of Return (such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred relating to as periods beginning before the Closing Date, the “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date ”). In each case such Straddle Period Returns shall be based upon an interim closing in conformity with the Code and Treasury Regulations. The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the books review of such Straddle Period Returns. If the affected member or members Stockholder Representative and Buyer cannot agree on the amount of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts Taxes owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (Company or the treatment of an “Interim Statement”) within 20 days of the due date of any item shown on such Straddle Period Return within twenty (determined without regard 20) days after such return is delivered to applicable extensions)the Stockholder Representative, Buyer and the Stockholder Representative shall refer the matter to the Accounting Arbitrator. Constar Buyer and the Stockholder Representative shall pay equally share the fees and expenses of the Accounting Arbitrator and its determination as to Crown its portion of Taxes determined under this Section 3.2 for the amount owing by the Company with respect to the Straddle Period Returns or the treatment of any item shown on such Straddle Period Returns shall be binding on the Parties for purposes of filing such Straddle Period Returns. The Company shall timely file all such Tax Returns, as so modified, and shall pay, subject to Crown no less than 10 days prior Section 9.2(g), the amount of any Taxes shown due by the Company thereon to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesappropriate Tax authorities.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “, whenever it is necessary to determine the liability for Taxes of the Acquired Companies for any Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members determination of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group Taxes for the portion of such tax period the Straddle Period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown including, and the members portion of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following beginning after, the Effective Closing Date shall be based upon an interim closing determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the books close of business on the affected member or members of Closing Date and the Constar Group as of other which began at the opening beginning of the day following the Effective Date Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, shall otherwise follow be allocated between such two taxable years or periods on a “closing of the principles books basis” by assuming that the books of paragraph the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of this section. Crown doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall determine be apportioned ratably between such periods based on the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing number of days for the amount owed by Constar (an “Interim Statement”) within 20 days portion of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its ending on and including the Closing Date, on the one hand, and the number of days for the portion of Taxes determined under this Section 3.2 for the Straddle Period Returns to Crown no less than 10 days prior to beginning after the due date Closing Date, on the other hand. Sellers will be liable for all Taxes of any the Acquired Companies for the portion of the Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate ended on the Closing Date, and Buyer will be liable for all Taxes of 8% the Acquired Companies for the portion of the Straddle Period beginning on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated day following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Returnthis Agreement, a taxable period in the case of any member of the Constar Group period that includes the Effective Date but does not end on the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay the amount of any Taxes of the Company or cause its Subsidiaries not based upon or measured #25932618 v26 by income or gain, proceeds, receipts, activities, expenses (e.g., payroll Taxes) or transactions for the Pre-Closing Tax Period will be deemed to be paid and shall indemnify and hold Constar and the members amount of the Constar Group harmless against the such Tax Liabilities attributable to the affected member or members of the Constar Group for the portion entire taxable period multiplied by a fraction, the numerator of such tax which is the number of days in the taxable period ending on the Effective Closing Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members denominator of which is the Crown Group harmless against the Tax Liabilities attributable number of days in such Straddle Period. The amount of any other Taxes for a Straddle Period that relate to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Pre-Closing Tax Returns for such Straddle Periods shall Period will be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be determined based upon on an interim closing of the books of the affected member or members of the Constar Group as of the opening close of business on the Closing Date (and for such purposes, the taxable period of any partnership or pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time), provided, however, that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be apportioned on a daily basis. Notwithstanding the foregoing, all Taxes attributable to income includable under Code Section 951 with respect to the operations and activities of the day following Company’s foreign Subsidiaries for the Effective Date and shall otherwise follow Pre-Closing Tax Period included in the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any last Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days beginning prior to the due date Closing Date shall be included in the portion of any the Straddle Period Return (determined without regard to applicable extensions)ending on the Closing Date, even if such income is includable after the Closing Date. Interest shall accrue at a rate of 8% on any payment required by Notwithstanding anything else in this Section 3.2 not 10, the Purchaser and the Seller agree that payments made within with respect to Closing Indebtedness, Transaction Expenses and Transaction Bonuses, to the time specified extent such payments give rise to Tax deductions, Tax losses and Tax credits or otherwise may offset taxable income or Tax under applicable law, shall, to the maximum extent permitted by applicable law, be considered to arise in the immediately preceding sentence. Crown shall refund to Constar taxable period (or portion thereof) ending on the excess of any payment made by Constar over Closing Date and the amount calculated following the principles provisions of this Section 3.2 Agreement shall be interpreted and applied in a manner consistent therewith. For the avoidance of doubt, any Tax refund with respect to a taxable period beginning after the tax shown due and payable on any Closing Date, or the portion of the Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days beginning after the filing Closing Date, shall be for the benefit of any the Buyer, even if attributable to a loss or other tax attribute arising in a Pre-Closing Tax Period, or the portion of a Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers ending on the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. (a) IfThe Asset Purchaser, for purposes of a Crown Consolidated Returnin consultation with the Surviving Corporation, a taxable period of shall prepare or cause to be prepared and file or cause to be filed any member Tax Returns of the Constar Group includes Company for any period beginning before the Effective Date but does not end on Merger Closing and ending after the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) Merger Closing (a “Straddle Period”). All such Tax Returns shall be prepared in a manner consistent with the Company’s past practices, Crown unless otherwise required by Law. The Asset Purchaser shall pay or cause permit the Shareholders to be paid review and comment on each such Tax Return at least 30 days prior to filing and shall indemnify and hold Constar and incorporate into such Tax Return any reasonable comments from the members of Shareholder regarding such Tax Return. The Surviving Corporation may deduct from the Constar Group harmless against the Tax Liabilities attributable Installment Payments payable to the affected member or members of the Constar Group for Shareholders an amount equal to the portion of such tax period Taxes which relates to the portion of such Straddle Period ending on the Effective Date and Constar Merger Closing. Any refunds with respect to such Tax Returns which relates to the portion of such Straddle Period ending on the Merger Closing shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member Shareholders in accordance with their respective Pro Rata Portion thereof, unless such refunds or members credits (i) were reflected on the Closing Balance Sheet, as finally determined, and taken into account in determining the Closing Date Net Working Capital, or (ii) were received as a result of the Constar Group for the remainder a carryback of such any net operating losses or other tax period beginning with the day after the Effective Dateattributes. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) For purposes of this section. Crown shall determine Section 7.9(b), the amounts owed by Constar under this Section 3.2 and provide portion of any Tax that relates to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date portion of any Straddle Period Return ending on the Merger Closing shall (determined without regard A) in the case of any Taxes other than Taxes based upon or related to applicable extensions). Constar shall pay income or receipts, be deemed to Crown its portion be the amount of Taxes determined under this Section 3.2 such Tax for the entire Straddle Period Returns multiplied by a fraction (1) the numerator of which is the number of days in the Straddle Period ending on the Merger Closing and (2) the denominator of which is the number of days in the entire Straddle Period, and (B) in the case of any Tax based upon or related to Crown no less than 10 days prior income or receipts (including, without limitation, sales and similar taxes), be deemed equal to the due date of any amount which would be payable if the relevant Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% ended on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesMerger Closing.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a Each taxable period ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not begin or end on) the Closing Date will be a “Pre-Closing Tax Period.” In the case of any member of the Constar Group taxable period that includes the Effective Date (but does not end on on) the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members amount of any Taxes of the Constar Group harmless against the Tax Liabilities attributable Target based upon or measured by net income or gain which relate to the affected member or members of the Constar Group for the portion of such tax period ending Pre-Closing Tax Period will be determined based on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Target hold a beneficial interest will be deemed to terminate at such time). The Parties understand and agree that, in accordance with Treasury Regulation 1.1502-76(b)(1)(ii)(A)(2) the Target will become a member of Parent’s consolidated federal income tax group as of the day following beginning of the Effective Date Closing Date, with the result that any payment with respect to the Vested Options and shall otherwise follow Warrants, any payment of Selling Expenses and any payment of compensation to the principles Target’s employees and service providers (such payments, regardless of paragraph (b) of this section. Crown shall determine when made, the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim StatementTransaction Payments”) within 20 days of on the due date of any Straddle Period Return (determined without regard Closing Date, to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days the extent not validly accrued prior to the due date Closing Date, will be treated as properly allocable to the taxable year of Parent’s consolidated federal income tax group that includes the Closing Date. The parties further understand and agree that any Tax deduction attributable to any Transaction Payment shall be taken in the Taxable period in which such Transaction Payment is made or validly accrued in a manner consistent with the Target’s past Tax accounting practices, and that no party shall have any obligation to pay or otherwise compensation any other party for any benefit associated with taking such deduction. The amount of Taxes other than Taxes of the Target based upon or measured by net income or gain for a Straddle Period Return (determined without regard which relate to applicable extensions). Interest shall accrue at the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a rate fraction, the numerator of 8% on any payment required by this Section 3.2 not made within which is the time specified number of days in the immediately preceding sentenceportion of the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period. Crown shall refund to Constar To the excess extent not included or accounted for in the Closing Date Balance Sheet and as a liability in Net Working Capital, any real estate Taxes and installments of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown special assessments that are due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesyear of the Closing for the Real Property will be pro rated between the Surviving Corporation and Shareholders’ Representative (on behalf of the Target) on the Closing Date based upon the respective periods of ownership for the year in which the Closing occurred.

Straddle Periods. (a) IfTo the extent permitted or required by applicable Law, the taxable year of each of the Transferred Ag Subsidiaries that includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the Transferred Ag Subsidiaries or imposed on the Ag Business allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a Crown Consolidated Returnfraction, a the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) of the Transferred Ag Subsidiaries allocable to the Pre-Closing Period shall be computed as if such taxable period of any member ended as of the Constar Group includes end of the Effective Date but does not end day on the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (and in a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members manner consistent with past practices of the Constar Group harmless against the Tax Liabilities attributable Transferred Ag Subsidiaries (or of Descartes with respect to the affected member Transferred Ag Subsidiaries); provided, that exemptions, allowances or members of deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Constar Group for the portion of such tax period ending on the Effective Closing Date and Constar the period beginning after the Closing Date in proportion to the number of days in each period. Each Transferred Ag Subsidiary that is classified as a partnership or other “flowthrough” entity for income Tax purposes shall pay be treated for purposes of this Agreement as if its taxable year ended as of the end of the Closing Date and Taxes attributable to taxable income or cause gain of each such entity through the close of business on the Closing Date shall be considered to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member Pre-Closing Period. (b) To the extent permitted or members required by applicable Law, the taxable year of each of the Constar Group for Transferred H&N Subsidiaries that includes the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Closing Date shall be based upon an interim treated as closing on (and including) the Closing Date. To the extent not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the books Transferred H&N Subsidiaries or imposed on the H&N Business allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) of the affected member or members of Transferred H&N Subsidiaries allocable to the Constar Group Pre-Closing Period shall be computed as if such taxable period ended as of the opening end of the day following on the Effective Closing Date and in a manner consistent with past practices of the Transferred H&N Subsidiaries (or of Fermat with respect to the Transferred H&N Subsidiaries); provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall otherwise follow be allocated between the principles period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of paragraph (b) days in each period. Each Transferred H&N Subsidiary that is classified as a partnership or other “flowthrough” entity for income Tax purposes shall be treated for purposes of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days Agreement as if its taxable year ended as of the due date end of any Straddle Period Return (determined without regard the Closing Date and Taxes attributable to applicable extensions). Constar shall pay to Crown its portion taxable income or gain of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.each such entity through

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Buyer shall pay prepare or cause to be paid prepared and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay file or cause to be paid and shall indemnify and hold Crown and the members filed any Tax Returns of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group Acquired Companies for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions“Straddle Returns”). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less No later than 10 thirty (30) days prior to the due date of any Straddle Period Return (determined without regard to applicable including extensions). Interest ) for filing such Tax Returns, Buyer shall accrue at a rate of 8% on any payment required by deliver the Tax Returns described in this Section 3.2 not made within the time specified in the immediately preceding sentence4.6(a)(iv) to Parent for its review, comment and approval. Crown Buyer shall refund make all changes with respect to Constar the excess of any payment made Straddle Returns as are reasonably requested by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filedParent. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar Parent shall pay to Crown any Buyer an amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement equal to the Taxes due as reflected on such Straddle Returns, to the extent that such Taxes arise in or Final Statementare incurred with respect to a Pre-Closing Tax Period and to the extent such Taxes are not included or reflected on the Closing Date Combined Balance Sheet, at least five (5) Business Days prior to the due date (including extensions) for filing such Straddle Returns. Crown All Straddle Returns shall pay any amount owed be prepared in a manner consistent with past practices of Parent, to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statementextent such past practice complies with applicable Law. Interest Where Taxes involve a Straddle Period, such Taxes shall accrue at a rate be calculated as though the taxable year of 8% the Acquired Company terminated as of the close of business on any payment required by this Section 3.2 not made within the time specified day preceding the Closing Date; provided, however, that in the two preceding sentencescase of a Tax not based on income, receipts, proceeds, profits or similar items, Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through to the Closing Date and the denominator of which shall be the number of days in the taxable period.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) , if the Closing occurs, any Tax of Holdings or the Company Group that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), Crown shall pay or cause to ) will be paid apportioned between the portion of the Straddle Period that extends before the Closing Date through and shall indemnify and hold Constar including the Closing Date (the “Pre-Closing Straddle Period”) and the members portion of the Constar Group harmless against 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 5.4. The portion of such Tax Liabilities attributable to the affected member Pre-Closing Straddle Period will (a) in the case of any sales or members of the Constar Group for the portion of such tax period ending use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on the Effective Date and Constar shall pay or cause to measured by income, receipts or profits earned during a Straddle Period, be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable deemed equal to the affected member or members of amount which would be payable if the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to ended on and following included the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date Closing Date, and shall otherwise follow the principles of paragraph (b) in the case of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide any other Taxes, be deemed to Constar a statement showing be the amount owed of such Tax for the entire Tax period multiplied by Constar (a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing, any item determined on an “Interim Statement”) within 20 annual or periodic basis for income Tax purposes shall be allocated to the Pre-Closing Straddle Period based on the relative number of days in such portion of the due date of any Straddle Period Return as compared to the number of days in the entire Straddle Period. For the avoidance of doubt, (determined without regard i) any compensation expense deduction that is a Transaction Expense and results from, or is attributable to, the Contemplated Transactions shall be deemed to applicable extensions). Constar occur on the Closing Date such that such compensation expense deduction shall pay to Crown its portion be utilized in the computation of Taxes determined under this Section 3.2 for Straddle in respect of the Pre-Closing Tax Period Returns to Crown no less than 10 days prior (or otherwise shall inure to the due date benefit of any Straddle Period Return the Members), and (determined without regard to applicable extensions). Interest ii) all Transaction Expense deductions shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified be taken into account in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied Pre-Closing Tax Period to the tax shown due extent permitted by Applicable Law and payable on applying the seventy percent (70%) safe-harbor election under Revenue Procedure 2011-29 to any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statementsuccess based fees.”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Parent shall pay prepare or cause to be paid prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for all Straddle Periods. Parent shall permit the Stockholder Representative to review and comment on any Tax Return described in the preceding sentence prior to filing and shall indemnify and hold Constar and report all items with respect to the members portion of the Constar Group harmless against Straddle Period ending on the Tax Liabilities attributable Closing Date in accordance with the instructions of Seller Representative except to the affected member or members extent required by applicable Law. Parent may recover from the Holdback Amount, without duplication of any amount recovered pursuant to Article VIII (by reducing the Constar Group for amount of such Holdback Amount) (or, at its election, otherwise pursuant to Article VIII) an amount equal to the portion of such tax Taxes which relates to the portion of such taxable period ending on the Effective Closing Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of extent such Taxes were not taken into account in determining the Constar Group for final binding Net Current Assets to reduce the remainder of such tax period beginning with the day after the Effective DateInitial Merger Consideration dollar-for-dollar under Section 1.7(e). Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) For purposes of this section. Crown shall determine Agreement, the amounts owed by Constar under this Section 3.2 and provide portion of any Tax that relates to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date portion of any Straddle Period Return ending on the Closing Date shall (determined without regard A) in the case of any Taxes other than Taxes based upon or related to applicable extensions). Constar shall pay income, receipts, sales, use, or payroll, be deemed to Crown its portion be the amount of such Tax for the entire Straddle Period multiplied by a fraction (1) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (2) the denominator of which is the number of calendar days in the entire Straddle Period; provided, however, that, if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Taxes determined under this Section 3.2 imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period Returns and (B) in the case of any Tax based upon or related to Crown no less than 10 days prior income, receipts, sales, or payroll, be deemed equal to the due date of any amount which would be payable if the relevant Straddle Period Return (determined without regard to applicable extensions). Interest ended as of the close of business on the Closing Date except that exemptions, allowances or deductions that are not covered under the rules of Code Sections 451 and 461 shall accrue at a rate be prorated on the basis of 8% on any payment required by this Section 3.2 not made within the time specified number of days in the immediately preceding sentence. Crown shall refund to Constar annual period elapsed through the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied Closing Date as compared to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 number of days in the annual period elapsing after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. With respect to Taxes for which a Core Subsidiary is liable (a) If“Entity Level Tax”), for purposes of a Crown Consolidated Return, a taxable period of any member of if the Constar Group includes the Effective Date but Transfer does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (taxable period with respect to that Entity Level Tax, then that taxable period shall constitute a “Straddle Period”).” With respect to each Straddle Period, Crown shall pay or cause each Purchaser will prepare all returns relating to be paid and shall indemnify and hold Constar and Entity Level Tax for the members Straddle Period in a manner consistent with past practices of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members Core Subsidiary and will submit a copy of the Constar Group returns to Seller no later than thirty (30) calendar days prior to filing for Seller’s approval, which approval will not be unreasonably withheld, together with a proposed allocation of any Entity Level Taxes between the portion applicable Purchaser and Seller, computed assuming that the Straddle Period consisted of two separate taxable periods, the first such tax period ending on the Effective Closing Date, which period shall be the responsibility of Seller, and the second such period commencing immediately after the Closing Date and Constar ending with the end of the taxable year of such Core Subsidiary, which period shall be the responsibility of the applicable Purchaser. If Seller has no objections to such returns or the resulting allocation of responsibility for Entity Level Taxes, or if Purchaser agrees to the changes proposed by Seller, such returns and the resulting allocation of responsibility for Entity Level Taxes (as so modified) shall be binding upon Seller. If Purchaser and Seller cannot resolve any disagreements with respect to the proposed returns and the resulting allocation of responsibility for Entity Level Taxes within fifteen (15) calendar days after Seller delivers to Purchaser any objections thereto, Purchaser and Seller jointly shall select an independent tax expert to resolve such differences, with the fees and costs of such tax expert to be shared equally between Purchaser and Seller, and with the decision of such tax expert as to any matters in dispute between Purchaser and Seller to be binding and conclusive on both Purchaser and Seller. Seller will pay to Purchaser at least five (5) Business Days prior to the date on which Entity Level Taxes are paid with respect to such periods (or cause if later, upon a resolution by the independent tax expert of any disagreement between Seller and Purchaser with respect thereto) an amount equal to the portion of the Entity Level Taxes required to be paid and shall indemnify and hold Crown and by Seller pursuant to this Agreement which properly relate to the members portion of the Crown Group harmless against Straddle Period ending on the Tax Liabilities attributable Closing Date (as agreed to between Seller and Purchaser as set forth above, or in the absence of such agreement, as determined by the independent tax expert as set forth above). Any refunds of Taxes received that properly relate to the affected member or members portion of the Constar Group Straddle Period for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns which Seller is responsible for such Straddle Periods Taxes as provided in this Section 5.11(b) will be promptly paid to Seller, provided that no amounts shall be referred paid to as “Seller with respect to such portion of the Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the if such amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing have been taken into account in calculating the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar Closing Net Assets or any amount payable by Crown Price Adjustment made pursuant to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesAgreement.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of The Company and Neenah shall cause to be prepared and filed any member Tax Returns of the Constar Group includes the Effective Date Company for taxable periods that include but does do not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Closing Date. The Company shall pay or cause permit the Seller to be paid review and comment on each such Tax Return at least 10 days prior to filing and shall indemnify make such revisions to such Tax Returns as are reasonably requested by the Seller. In accordance with and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable subject to the affected member or members provisions of ARTICLE VIII, the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods Seller shall be referred responsible for all Taxes that relate to a pre-Closing period as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns 5.7(c), including Taxes resulting from any Contest, and shall pay to Crown (or as directed by) the Company amounts equal to such Taxes and such payments shall be made in each applicable case by no less later than 10 five (5) business days prior to the due date for paying such amount of Taxes to the relevant tax authority. For purposes of this Section 5.7(c), in the case of any Straddle Period Return Taxes that are imposed on a periodic basis and are payable for a taxable period that includes (determined without regard but does not end on) the Closing Date, the portion of such Tax that relates to applicable extensions). Interest the pre-Closing period shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified (a) in the immediately case of any Taxes other than Taxes based upon or related to income, receipts, sales or payroll, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period, and (b) in the case of any Tax based upon or related to income, receipts, sales or payroll, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date with the understanding that the parties agree that the Seller’s Expenses and the Sale Bonuses and that all income and gain or loss reported with respect to the deemed sale of assets as a result of the 338(h)(10) Election, are properly allocable to and included in the determination of Taxes that relate to the pre-Closing period allocated to the Seller. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be allocated on a basis consistent with the allocations made pursuant to the preceding sentence. Crown The Seller shall refund not be required to Constar the excess of pay any payment made by Constar over the amount calculated following the principles of Taxes pursuant to this Section 3.2 applied 5.7(c) to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified extent that such Taxes are taken into account in the two preceding sentencesfinal determination of the Closing Working Capital.

Straddle Periods. With respect to any Taxable period that would ---------------- otherwise include but not end on the Closing Date, to the extent permissible pursuant to applicable law, Seller will, and Purchaser will cause each Subsidiary to, (a) Iftake all steps as are or may be reasonably necessary, including, without limitation, the filing of elections or returns with applicable Taxing authorities, to cause such period to end on the Closing Date; or (b) if clause (a) is inapplicable, to the extent permitted by applicable law, report the operations of each Subsidiary only for purposes the portion of such period ending on or immediately before the Closing Date in a Crown Consolidated Returncombined, a taxable consolidated, or unitary Tax Return filed by Seller, notwithstanding that such Taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date Closing Date. If clause (b) applies to a Taxable period of a Subsidiary, the portion of such Taxable period included in such return filed by Seller will be treated as otherwise generally provided under Section 2.3 of this Agreementa Pre-Closing Tax Period described in Subsection 5.11.1; provided, however, that Purchaser shall be responsible for filing all Tax Returns with respect to all such straddle periods. If neither clause (a) nor (a “Straddle Period”)b) is applicable, Crown then Purchaser and the Subsidiaries shall prepare and file the appropriate Tax Returns, Purchaser shall pay or cause to be paid any Taxes with respect thereto, and Seller shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group reimburse Purchaser for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to any income Taxes shown as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable thereon that relate to the portion of such straddle period that ends on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesClosing Date.

Straddle Periods. (a) If, for purposes In the case of a Crown Consolidated Return, a any taxable period of any member or periods of the Constar Group includes Companies or LUHI starting on or before the Effective Closing Date but does not end on and ending after the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (in each case, a “Straddle Period”), Crown shall pay or cause with respect to Tax Returns required to be paid and shall indemnify and hold Constar and the members filed by any of the Constar Group harmless against Companies or LUHI with respect to a Straddle Period (collectively, the Tax Liabilities attributable to “Straddle Period Returns”), for purposes of determining the affected member or members amount of the Constar Group Taxes that are payable for a Straddle Period, the portion of such tax period Taxes which relate to the pre-Closing portion of the Straddle Period ending on the Effective Closing Date shall: (i) in the case of Taxes such as real and Constar shall pay personal ad valorem taxes, sales taxes, employment taxes and other similar Taxes that in each case, are not measured by or cause based on income, be deemed to be paid the amount of such Taxes for the entire Straddle Period multiplied by the fraction the numerator of which is the number of days in the Straddle Period ending on and shall indemnify and hold Crown including the Closing Date (at the end of such Closing Date), and the members denominator of which is the Crown Group harmless against number of days in the Tax Liabilities attributable entire Straddle Period; and (ii) in the case of all other Taxes, be deemed equal to the affected member or members amount of Taxes which would be payable if the Constar Group for relevant Straddle Period ended on and included the remainder Closing Date (at the end of such tax period beginning with Closing Date). Seller shall have the day after obligation to pay solely those Taxes shown as due and payable by the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Companies or LUHI on the applicable Straddle Period Returns.” The determination Returns with respect to the pre-Closing portion of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard allocated to applicable extensions)the Companies. Constar Seller shall pay to Crown its portion of Buyer those Taxes determined under this Section 3.2 for allocated to the Companies in the prior sentence no later than five (5) Business Days before Buyer is required to file such Straddle Period Returns to Crown no less than 10 days prior Reh1rns with the applicable Taxing Authority (including extensions), except to the due date extent the amount of any the specific Taxes for a Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at were included as a rate of 8% on any payment required by this Section 3.2 not made within the time specified current liability in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers determining the Final Net Working Capital as reflected on the Final Closing Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay Parent will prepare or cause to be paid prepared and file or cause to be filed any non-U.S. Tax Returns of the Acquired Companies for Straddle Periods, and Parent shall indemnify cause the Acquired Companies to timely pay all Taxes due with respect to such Tax Returns. Except as otherwise required by applicable Law, or as agreed to in writing by Sellers, all Tax Returns which Parent is required to file or cause to be filed in accordance with this section will be prepared and hold Constar filed in a manner consistent with past practice and, on such Tax Returns, no position will be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods. Sellers will cooperate in the preparation of such Tax Returns, by, inter alia, providing Parent with such information as Parent may reasonably request with respect to periods ending on or before the Closing Date, including copies of Tax Returns and records relating to prior periods. Parent will provide to Sellers copies of such Tax Returns for Straddle Periods that are income Tax Returns (together with a calculation of the allocation pursuant to Section 7.4(b) of the Tax shown on each such income Tax Return between the portion of the Straddle Period ending on the Closing Date and the members portion of the Constar Group harmless against Straddle Period starting on the day after the Closing Date) at least 30 calendar days before such income Tax Liabilities attributable Returns are required to be filed. Sellers will notify Parent of any proposed revisions to such income Tax Returns (or such allocation) within 10 calendar days after receipt of such Tax Returns from Parent. Parent shall consider such proposed revisions in good faith. If the affected member Parties are unable to resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Sellers and Parent. The fees and expenses of such accounting firm shall be borne 50% by Sellers and 50% by Parent. Parent will provide or members make available to Sellers copies of Tax Returns for Straddle Periods that are not income Tax Returns within 10 calendar days after the Constar Group date such non-income Tax Returns are filed, and Parent will provide or make available to Sellers an allocation schedule or schedules (prepared in accordance with Section 7.4(b)) with respect to such non-income Tax Returns as promptly thereafter as is practical. Nothing in this Agreement will be construed as preventing Parent or any Acquired Company from timely filing of any Tax Returns. Sellers will promptly and fully reimburse the Acquired Companies for the portion of the Taxes due with respect to such tax period Tax Returns that is allocable to the portion of such Straddle Period ending on the Effective Closing Date and Constar shall pay or cause (as determined pursuant to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period ReturnsSection 7.4(b)).” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentences.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, For a taxable period of any member of that begins on or before the Constar Group includes the Effective Closing Date but does not end on the Effective and ends after Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown Buyer shall pay prepare or cause to be paid prepared, at Buyer’s expense, and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. timely file all Tax Returns for the Company which are required to be filed after the Closing Date with respect to such Straddle Periods (the “Straddle Returns”). Subject to the requirements of applicable Tax Law, each Straddle Return shall be referred prepared in a manner consistent with past practices of the Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and other primary authority, and in accordance with the Reporting Position. The Buyer shall deliver any Straddle Return (along with associated tax workpapers) relating to as “Straddle Period Returns.” The determination of which shows a Tax Liabilities up owing allocable to a Pre-Closing Period to the Seller for its review and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph comment at least thirty (b30) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the date on which such Straddle Return is required to be filed (taking into account extensions) or, in the case of a Straddle Return due within thirty days after the end of the taxable period to which that return relates, as soon as practical. If the Seller disputes any item on any such Straddle Return, it shall, within ten (10) days of receiving such Straddle Return, notify the Buyer of such disputed item (or items) and the basis for its objection. Seller and Xxxxx shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of any the Straddle Period Return at issue (determined without regard to taking into account applicable extensions), then such Straddle Return shall be filed as prepared by Buyer, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Interest Buyer shall accrue at provide a rate copy of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund such Tax Returns to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days Seller promptly after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencessuch Tax Returns.

Straddle Periods. To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Entities that includes the Closing Date shall be treated as closing on (aand including) Ifthe Closing Date. To the extent not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the Transferred Entities allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a Crown Consolidated Returnfraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) of the Transferred Entities allocable to the Pre-Closing Period, including, for the avoidance of doubt, such Taxes 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 similar provision of state, local or non-U.S. Law)), shall be computed as if the taxable period of any member each applicable entity ended as of the Constar Group includes end of the Effective Date but does not end day on the Effective Closing Date (as otherwise generally provided under Section 2.3 of this Agreement) (and in a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members manner consistent with past practices of the Constar Group harmless against the Tax Liabilities attributable Transferred Entities (or of Parent with respect to the affected member Transferred Entities); provided that (x) exemptions, allowances or members of deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Constar Group for the portion of such tax period ending on the Effective Closing Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of period beginning after the Crown Group harmless against the Tax Liabilities attributable Closing Date in proportion to the affected member or members number of days in each period and (y) any deductions in respect of (A) Parent Retention Payments, 2015 Incentive Compensation payments and any compensatory equity awards with respect to Parent Common Stock granted by Parent to Service Providers during the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods Pre-Closing Period shall be referred allocated to as “Straddle the Pre-Closing Period Returns.” The determination of Tax Liabilities up to and following the Effective Date (B) Purchaser Retention Payments and 2016 Incentive Compensation payments shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior allocated to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesPost-Closing Period.

Straddle Periods. (a) If, for purposes of Any Taxes with respect to the Company that relate to a Crown Consolidated Return, a taxable Tax period of any member of beginning on or before the Constar Group includes Closing Date and ending after the Effective Closing Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”) and which are not included in the Closing Balance Sheet shall be apportioned between the Pre-Closing Partial Period and the portion of such Straddle Period beginning on the day after the Closing Date (the “Post-Closing Partial Period”), Crown (i) in the case of real or personal property Taxes (and any other Taxes not measured or measurable, in whole or in part, by net or gross income or receipts), on a per diem basis and, (ii) in the case of other Taxes, on the “closing of the books” method; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis, and provided further, that any changes as a result of the Merger in such exemptions, allowances or deductions than would have otherwise been available shall not increase the taxes payable by the Shareholders The Company shall file any Tax Returns for any Straddle Period, and the Parent shall pay or cause the Company to be paid and pay all Taxes shown as due on any such Tax Returns. The Shareholders shall indemnify and hold Constar and pay the members of the Constar Group harmless against the Tax Liabilities attributable Parent all such Taxes apportioned to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable Pre-Closing Partial Period (to the affected member or members of extent such Taxes are not (i) paid by the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days Company prior to the due date of any Straddle Period Return Closing Date, (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified ii) reflected in the immediately preceding sentence. Crown shall refund reserve for Tax liability (rather than any reserve for deferred Taxes established to Constar reflect timing differences between book and Tax income) shown on the excess face of any payment made by Constar over the amount calculated following Closing Balance Sheet, or (iii) taken into account in the principles determination of this Section 3.2 applied Partial-Month Net Income or Partial-Month Net Loss (in each case without duplication)) due pursuant to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed such Tax Returns under the provisions of this Section 3.2 no less than 5 10.4(c) within fifteen (15) business days after receiving an Interim Statement or Final Statement. Crown of receipt of notice of such filing by the Company, which notice shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers set forth in reasonable detail the Final Statement. Interest shall accrue at a rate calculations regarding the Shareholders’ share of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencessuch Taxes.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) , the portion of Tax with respect to the income, property or operations of the Company that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), Crown shall pay or cause to ) will be paid apportioned between the period of the Straddle Period that extends before the Closing Date through and shall indemnify and hold Constar including the Closing Date (the “Pre-Closing Straddle Period”) and the members period of the Constar Group harmless against 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 4.1. The portion of such Tax Liabilities attributable to the affected member Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or members 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 amount of the Constar Group such Tax for the portion entire taxable period multiplied by a fraction, the numerator of such tax period ending on which is the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and number of days in the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Pre-Closing Straddle Period Returns.” The determination and denominator of Tax Liabilities up to which is the number of days in the Straddle Period, and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) in the case of this section. Crown shall determine the amounts owed any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by Constar under this Section 3.2 and provide income, receipts or profits earned during a Straddle Period, be deemed equal to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of which would be payable if the due date of any Straddle Period Return ended on and included the Closing Date. In the case of a Tax that is (determined without regard to applicable extensions). Constar shall pay to Crown its portion a) paid for the privilege of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at doing business during a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar period (a “Final StatementPrivilege Period”) 30 days after the filing 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 any Tax attributable to a Post-Closing Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at will be calculated in a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencescorresponding manner.

Straddle Periods. (a) If, for For purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) , the portion of Taxes attributable to the income, property or operations of the Acquired Companies for any taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), Crown shall pay or cause to ) will be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for apportioned between the portion of such tax period ending the Straddle Period that begins on or before the Effective Closing Date and Constar shall pay or cause to be paid ends on and shall indemnify and hold Crown includes the Closing Date (the “Pre-Closing Straddle Period”) and the members portion of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with Straddle Period that begins the day after the Effective DateClosing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.9(e). Tax Returns In the case of any Straddle Period, the portion of Taxes for such Straddle Periods Period that is attributable to the Pre-Closing Straddle Period will: (i) in the case of personal property, real property, and other Taxes that are not transaction-based, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in such entire Straddle Period and (ii) in the case of any other Taxes, be calculated as if the applicable taxable period ended on and included the Closing Date (provided that exemptions, allowances or deductions that are calculated on an annual basis shall be referred apportioned on a daily basis); provided that any Taxes described in clause (i) above imposed with respect to as “any asset not held by any Acquired Company prior to the Closing shall be attributable solely to the Post-Closing Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period Returns.will be calculated in a corresponding manner; provided that any Taxes described in clause (i) above imposed with respect to any Excluded Asset or other asset not held by any Acquired Company at the Closing shall be attributable solely to the Pre-Closing Straddle Period. Each Acquired Company that is classified as a partnership or “flow-through” The determination entity for Tax purposes shall be treated for purposes of Tax Liabilities up this Agreement as if its taxable year ended on the Closing Date and Taxes attributable to the income and following gain of each such entity through the Effective Closing Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of paragraph (b) of this section. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide considered to Constar a statement showing the amount owed by Constar (an “Interim Statement”) within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of Taxes determined under this Section 3.2 for Straddle Period Returns to Crown no less than 10 days prior be attributable to the due date of any Pre-Closing Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesPeriod.

Straddle Periods. (a) If, for purposes of a Crown Consolidated Return, a taxable period In the case of any member Straddle Period (i) real, personal and intangible property Taxes ("Property Taxes") of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall pay or cause to be paid and shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group Purchased Entities for the portion of such tax period ending on Pre-Closing Tax Period shall equal the Effective Date and Constar shall pay or cause to be paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns Property Taxes for such Straddle Periods Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of the Purchased Entities (other than Property Taxes) for the Pre-Closing Tax Period shall be referred to as “Straddle Period Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based upon an interim computed on a closing of the books of the affected member or members of the Constar Group method as of the opening close of business on the Closing Date. The indemnity obligation under Section 6.02(a) in respect of Taxes for a Straddle Period shall be effected by Seller's payment to the Purchaser, or at the Purchaser's direction, to any of the day following Purchased Entities, of the Effective excess of (i) such Taxes for the Pre-Closing Tax Period, over (ii) the amount of such Taxes paid by Seller or any of its Affiliates (other than the Purchased Entities) at any time plus the amount of such Taxes paid by the Purchased Entities on or prior to the Closing Date and shall otherwise follow plus the principles of paragraph (bamount, if any, accrued for Straddle Period Taxes reflected on the Statement prepared pursuant to Section 2.05(a) of this section. Crown shall determine Agreement to the amounts owed by Constar extent such amount accrued for Straddle Period Taxes has not previously been taken into account in reducing any other indemnity payment under this Section 3.2 and provide 6.02(b). Such excess shall be paid no later than 15 Business Days prior to Constar a statement showing the date on which the Tax Return with respect to the final liability for such Taxes is required to be filed. If the amount owed of such Taxes paid by Constar Seller or any of its Affiliates (an “Interim Statement”other than the Purchased Entities) within 20 days at any time plus the amount of such Taxes paid by the due date of any Straddle Period Return (determined without regard Purchased Entities on or prior to applicable extensions). Constar the Closing Date exceeds the amount payable pursuant to the preceding sentence, the Purchaser shall pay to Crown its portion Seller the amount of such excess within 15 Business Days after the Tax Return with respect to the final liability for such Taxes determined under is required to be filed. The payments to be made pursuant to this Section 3.2 for 6.02(b) with respect to a Straddle Period Returns shall be appropriately adjusted to Crown no less than 10 days prior reflect any Final Determination with respect to the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due and payable on any Straddle Period Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar (a “Final Statement”) 30 days after the filing of any Straddle Period Return. Constar shall pay to Crown any amount owed under this Section 3.2 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by this Section 3.2 not made within the time specified in the two preceding sentencesTaxes.