Common use of Straddle Periods Clause in Contracts

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed 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 Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes related.

Straddle Periods. With All real property Taxes, personal property Taxes and similar ad valorem obligations with respect to any Straddle Return of the Business or the Acquired Companies covering Assets for a Straddle PeriodTax period that includes (but does not end on) the Closing Date, Buyers whether such Taxes are payable to a Governmental Authority, a landlord or other third party, shall cause such Straddle Return to be prepared apportioned between Buyer and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended Seller as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fractionbased upon, the numerator of which is respectively, the number of calendar days in the Straddle Period portion of such Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodportion of such Tax period commencing after the Closing Date. Not later than If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall 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 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 provide such Tax Return to the Seller at least 30 calendar days prior to the due date of each Straddle on which such Tax Return is required to be filed (but in no event earlier than 30 days after the Closing Date), for Seller’s review and comment. Seller shall have ten days to review and comment on any such Tax Return, Buyers which comments Buyer shall deliver a copy of take into consideration in its sole discretion. Buyer shall provide such Straddle Return Tax Returns to the Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar at least ten business days prior to the due date of on which any such Straddle ReturnTax Return is required to be filed, for Seller’s review and comment. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for have five business days to review and comment on any such Tax Return, which comments Buyer shall take into consideration in its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedsole discretion.

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, The Buyers shall will prepare or cause such Straddle Return to be prepared and shall file or cause to be included in such Straddle Return all filed when due any Tax items required to be included therein. In Returns of the case of a Straddle Period, any Taxes allocable Company or with respect to the pre-Closing 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 Returns an amount equal to the portion of such Taxes for which the 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 required by law or administrative practice, the taxable year of the Company which includes the Closing Date shall be 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 (“Pre-which is not treated under the immediately preceding sentence as closing on the Closing Taxes”) that are based 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 or related to income, gains or receipts will be computed (by the basis of an interim closing of the books) as if , except that in the case of any Taxes that are imposed on a periodic basis, the portion of such taxable period ended as Tax that shall be allocated to the portion of such Straddle Period ending on the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period multiplied by a fraction, 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. Not later than 30 calendar days prior to For purposes of this Section 10, if any transaction occurs on the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller for its reviewClosing Date but after the Closing has occurred, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior to that transaction is outside the due date Ordinary Course of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods Business or otherwise is with respect to an Acquired assets and activities of the Company, but only to that transaction shall be treated as having occurred on the extent of Seller’s ultimate ownership interest in day following the Acquired Company (as of Closing) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedDate.

Straddle Periods. With Purchaser shall prepare each Tax Return required to be filed with respect to an Acquired Company for any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall cause deliver such Straddle Tax Return to be prepared 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 shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable 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. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period (“Pre-through the Closing Taxes”) that are based on or related Date and Purchaser shall be responsible for Taxes owed with regard to incomea Straddle Period after the Closing Date. For purposes of this Section 7.02, gains or receipts will be computed (by an interim closing whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the books) as if such Straddle Period ending on and including, and the portion of the Straddle Period beginning after the Closing Date shall be determined by assuming that the Straddle Period consists of two taxable period ended as years or periods, one of which ends at the close of the Closing Date and any the other Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is begins at the number beginning of days in the date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period ending shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies are closed at the close of business on the Closing Date Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation; and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return(ii) periodic taxes, Buyers shall deliver a copy of such Straddle Return to Seller for its reviewas real and personal property taxes, 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which apportioned ratably between such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedperiods on a daily basis.

Straddle Periods. With respect Buyer shall prepare or cause to be prepared (on a basis consistent with past practice) and file or cause to be filed any Straddle Return Tax Returns of the Acquired Companies covering with respect to any period beginning before the Closing Date and ending after the Closing Date (a "Straddle Period"), Buyers shall cause such Straddle Return to be prepared and shall pay or cause to be included in paid all Taxes due with respect to such Straddle 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 all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing 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 make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative, provided that such revisions relate to the portion of the Straddle Period that ends on the Closing Date. Buyer shall be reimbursed out of the Escrow Assets within fifteen (“Pre-15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Taxes”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 on upon or related to incomeincome or receipts, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior , and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 amount which Buyers shall would be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in payable if the relevant Acquired CompanyStraddle Period ended on the Closing Date; and provided, of any Pre-Closing Taxes for Straddle Periods further, that with respect to an Acquired Company, but only to the extent Taxes of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) Companies for a Straddle Period, Buyer shall not be reimbursed for any Taxes attributable to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedLIFO recapture income.

Straddle Periods. With respect All property and ad valorem taxes and assessments on the Purchased Assets for any Straddle Tax Period shall be prorated between Buyer, on the one hand, and the Sellers, on the other hand, as of the close of business on the Closing Date based on the best information then available, with (a) the Sellers being liable for such Taxes attributable to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case portion of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Tax Period (“Pre-Closing Taxes”) that are based ending on or related prior to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other such Taxes shall be allocable to the Pre-Closing Tax Period and (b) Buyer being liable for such Taxes attributable to any portion of a Straddle Tax Period beginning after the Closing Date. Information available after the Closing Date that alters the amount of property taxes due with respect to the Straddle Tax Period will be computed to be taken into account and any change in the amount of such Taxes for taxes shall be prorated between Buyer and the entire Sellers. All prorations under this Section 6.16 shall be allocated so that items relating to the portion of a Straddle Period multiplied by a fraction, ending on or prior to the numerator of which is Closing Date shall be allocated to the Sellers based upon the number of days in the Straddle Tax Period ending on or prior to the Closing Date and items related to the denominator portion of which is a Straddle Tax Period beginning after the Closing Date shall be allocated to Buyer based upon the number of days in the entire Straddle PeriodTax Period after the Closing Date. Not later than 30 calendar days The amount of all such prorations shall, if able to be calculated on or prior to the due date of each Straddle ReturnClosing Date, Buyers shall deliver a copy of such Straddle Return be paid on the Closing Date or, if not able to Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days be calculated on or prior to the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall Closing Date, be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (calculated and paid as of Closing) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedsoon as practicable thereafter.

Straddle Periods. With respect All property and ad valorem Taxes and assessments on the Acquired Assets for any taxable period that begins on or before Closing, but ends after the Closing date (a “Straddle Period”) shall be prorated between Buyer and Seller, as of the close of business on the Closing date based on the best information then available, with (a) Seller being liable for such Taxes attributable to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case portion of a Straddle PeriodPeriod ending prior to or on the Closing date, and (b) Buyer being liable for such Taxes attributable to any Taxes allocable to the pre-Closing portion of a Straddle Period that occurs post-Closing. Information available after the Closing date that alters the amount of property Taxes due with respect to the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date taken into account and any other Pre-Closing Taxes will be computed to be change in the amount of such Taxes for shall be prorated between Buyer and Seller. All prorations under this Section 6.6 shall be allocated so that items relating to the entire portion of a Straddle Period multiplied by a fraction, ending on or prior to the numerator of which is Closing date shall be allocated to Seller based upon the number of days in the Straddle Period ending on or prior to the Closing Date date and items related to the denominator portion of which is a Straddle Period beginning post-Closing shall be allocated to Buyer based upon the number of days in the entire Straddle PeriodPeriod after the Closing date. Not later than 30 calendar days The amount of all such prorations shall, if able to be calculated on or prior to the due Closing date, be paid on the Closing date of each Straddle Returnor, Buyers shall deliver a copy of such Straddle Return if not able to Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days be calculated on or prior to the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall Closing date, be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (calculated and paid as of Closing) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedsoon as practicable thereafter.

Straddle Periods. With respect to any Straddle Return of The Asset Purchaser, in consultation with the Acquired Companies covering a Straddle PeriodSurviving Corporation, Buyers shall prepare or cause such Straddle Return to be prepared and shall file or cause to be included filed any Tax Returns of the Company for any period beginning before the Merger Closing and ending after the Merger Closing (a “Straddle Period”). All such Tax Returns shall be prepared in a manner consistent with the Company’s past practices, unless otherwise required by Law. The Asset Purchaser shall permit the Shareholders to review and comment on each such Tax Return at least 30 days prior to filing and shall incorporate into such Tax Return any reasonable comments from the Shareholder regarding such Tax Return. The Surviving Corporation may deduct from the Installment Payments payable to the Shareholders an amount equal to the portion of such Taxes which relates to the portion of such Straddle Return all Period ending on the Merger Closing. Any refunds with respect to such Tax items required Returns which relates to the portion of such Straddle Period ending on the Merger Closing shall be included thereinpaid to the Shareholders in accordance with their respective Pro Rata Portion thereof, unless such refunds or credits (i) were reflected on the Closing Balance Sheet, as finally determined, and taken into account in determining the Closing Date Net Working Capital, or (ii) were received as a result of a carryback of any net operating losses or other tax attributes. In For purposes of this Section 7.9(b), the portion of any Tax that relates to the portion of any Straddle Period ending on the Merger Closing shall (A) in the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are other than Taxes based on upon or related to incomeincome or receipts, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period multiplied by a fraction, fraction (1) the numerator of which is the number of days in the Straddle Period ending on the Merger Closing Date and (2) the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior , and (B) in the case of any Tax based upon or related to income or receipts (including, without limitation, sales and similar taxes), be deemed equal to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 amount which Buyers shall would be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in payable if the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to Period ended on the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Merger Closing) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes related.

Straddle Periods. With In the case of any taxable period or periods of the Companies or LUHI starting on or before the Closing Date and ending after the Closing Date (in each case, a “Straddle Period”), with respect to Tax Returns required to be filed by any Straddle Return of the Acquired Companies covering or LUHI with respect to a Straddle Period (collectively, the “Straddle Period Returns”), for purposes of determining the amount of Taxes that are payable for a Straddle Period, Buyers shall cause the portion of such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable which relate to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based ending on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date shall: (i) in the case of Taxes such as real and any personal ad valorem taxes, sales taxes, employment taxes and other Pre-Closing similar Taxes will that in each case, are not measured by or based on income, be computed deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the fraction the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date (at the end of such Closing Date), and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior ; and (ii) in the case of all other Taxes, be deemed equal to the due date amount of each Taxes which would be payable if the relevant Straddle Return, Buyers shall deliver a copy Period ended on and included the Closing Date (at the end of such Straddle Return to Seller 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 ReturnClosing Date). Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according have the obligation to Seller’s ownership interest in pay solely those Taxes shown as due and payable by the relevant Acquired Company, of any Pre-Closing Taxes for Companies or LUHI on the applicable Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which such Taxes relate Period Returns with respect to the period for which pre-Closing portion of a Straddle Period allocated to the Companies. Seller shall pay to Buyer those Taxes are due, and will pay such amounts allocated to Buyers the Companies in the prior sentence no later than seven calendar days after five (5) Business Days before Buyer is required to file such Straddle Period Reh1rns with the filing applicable Taxing Authority (including extensions), except to the extent the amount of the specific Taxes for a Straddle Return with respect to which such pre-Period were included as a current liability in determining the Final Net Working Capital as reflected on the Final Closing Taxes relatedStatement.

Straddle Periods. With Buyer shall prepare all Tax Returns with respect to the Business and the Purchased Assets for any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed 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 Straddle Period ending that includes but does not end on the Closing Date and the denominator of which is the number of days in the entire (a “Straddle Period”). Not later than 30 calendar Buyer shall provide a draft of any such Tax Return to Seller at least thirty (30) days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller thereof for its Seller’s review, and Buyers shall make incorporate any reasonable comments provided thereto by Seller. Liability for all reasonable changes 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 shall be apportioned between Seller and Buyer based on the number of days in such Straddle Return requested Period prior to and including the Closing Date (for which Seller shall be liable) and the number of days in such Straddle Period after the Closing Date (for which Buyer shall be liable). Each party shall pay to the other any Taxes for which it is liable hereunder that are payable by Seller not later than seven calendar such other party to an applicable Governmental Authority at least ten (10) days prior to the due date thereof. For the avoidance of such Straddle Returndoubt, the foregoing portion of this Section 6.05 does not apply to the income Tax Returns of the Seller or the Buyer. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Section 11.1(d), Each of the Seller and the Buyer shall be responsible for the preparation of its pro rata shareown income Tax Returns and neither party shall have the right or obligation to review the other party’s income Tax Returns. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, according to Seller’s ownership interest in the relevant Acquired CompanyAND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedUNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Straddle Periods. With respect Parent will prepare or cause to be prepared and file or cause to be filed any Straddle Return non-U.S. Tax Returns of the Acquired Companies covering a for Straddle PeriodPeriods, Buyers and Parent shall cause the Acquired Companies to timely pay all Taxes due with respect to such Straddle Return 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 shall cause 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 be included in 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 all Tax items required to be included therein. In between the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed 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 Straddle Period ending on the Closing Date and the denominator portion of which is the number of days in Straddle Period starting on the entire Straddle Period. Not later than day after the Closing Date) at least 30 calendar days prior before such income Tax Returns are required to the due date be filed. Sellers will notify Parent of each Straddle Return, Buyers shall deliver a copy any proposed revisions to such income Tax Returns (or such allocation) within 10 calendar days after receipt of such Straddle Return Tax Returns from Parent. Parent shall consider such proposed revisions in good faith. If the Parties are unable to Seller for its reviewresolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Sellers 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 Parent. The fees and expenses of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers accounting firm shall be responsible pursuant borne 50% by Sellers and 50% by Parent. Parent will provide or make available to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, Sellers copies of any Pre-Closing Taxes Tax Returns for Straddle Periods with respect to an Acquired Company, but only to the 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 that are due, and will pay such amounts to Buyers no later than seven not income Tax Returns within 10 calendar days after the filing of the Straddle Return 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 which such prenon-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 Returns that is allocable to the portion of such Straddle Period ending on the Closing Taxes relatedDate (as determined pursuant to Section 7.4(b)).

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a any Straddle Period, for the purposes of the indemnification obligations of Sellers pursuant to Section 8.03 and the refund obligations of Buyer pursuant to Section 8.05: (a) the portion of Income Taxes (or any Taxes Income Tax refund or amount credited against any Income Tax) that is allocable to the pre-Closing portion of such Straddle Period ending at the close of business on the Closing Date will be determined as though the taxable year terminated at the close of business on the Closing Date; (b) any Income Tax Return filed under the Tax Act with respect to such Straddle Period shall include, to the extent reasonably allowable under the Tax Act, deductions for (i) the payment of any Transaction Expenses by any Company during the Straddle Period covered by such Income Tax Return and (ii) any breakage costs, acceleration of unamortized loan fees, underwriting fees and similar expenses resulting from the repayment of any Closing Date Debt during the Straddle Period covered by such Income Tax Return (collectively, the “Australian Income Tax Deductions”); (c) all Australian Income Tax Deductions for such Straddle Period shall be reflected in the portion of such Straddle Period ending at the close of business on the Closing Date to the extent permitted to be reported in a Pre-Closing Taxes”Tax Period at a “more likely than not” or higher level of comfort; (d) all Australian Income Tax Deductions for such Straddle Period that are based cannot be reflected in the portion of such Straddle Period ending at the close of business on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Prepursuant to Section 8.02(c) (the “Australian Post-Closing Taxes will Transaction Tax Deductions”) shall be computed to be reflected in the amount portion of such Straddle Period beginning after the Closing Date; and (e) property and ad valorem Taxes for the entire such Straddle Period multiplied by a fraction, shall be allocated between the numerator portion of which is the number of days in the such Straddle Period ending at the close of business on the Closing Date and the denominator portion of which is such Straddle Period beginning after the Closing Date based on the number of days in the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing portion of the Straddle Return with respect to which such pre-Closing Taxes relatedPeriod.

Straddle Periods. With respect Parent shall prepare or cause to be prepared and file or cause to be filed any Straddle Return Tax Returns of the Acquired Companies covering for all Straddle Periods. Parent shall 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 Acquired Companies) that shows a cash Tax liability for which the Indemnitees may claim a right to indemnification under this Agreement in excess of $500,000 to the Securityholder Representative for review no less than thirty (30) days prior to the due date for timely filing of such Tax Returns, or if the 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 PeriodPeriod 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, Buyers each as finally determined pursuant to Section 2.08. For purposes of this Section 7.02 and Section 10.02(i), the portion of any Tax that relates to the portion of any Straddle Period ending on the Closing Date shall cause such Straddle Return to be prepared and shall cause to be included (a) in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Periodreal property, any personal property and similar ad valorem Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period multiplied by a fraction, 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 PeriodPeriod 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. Not later than 30 calendar days 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 due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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(dClosing Date), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes related.

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers Buyer shall prepare and timely file or cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return timely filed at its expense all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion Returns of the Straddle Period (“Pre-Company that include periods ending after the Closing Taxes”) Date; provided that are based on or related if any such Tax Return relates to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable any period ended as of beginning before the Closing Date (a “Straddle Period”), Buyer shall deliver to the Stockholder Representative for his review and comment a draft of the proposed Tax Return no later than thirty (30) days prior to Buyer’s proposed filing date for such Tax Return (such Tax Returns relating to periods beginning before the Closing Date, the “Straddle Period Returns”). In each case such Straddle Period Returns shall be 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 other Pre-Closing Taxes will be computed to be issue arising as a result of the review of such Straddle Period Returns. If the Stockholder Representative and Buyer cannot agree on the amount of Taxes owed by the Company or the treatment of an item shown on such Taxes for the entire Straddle Period multiplied by a fractionReturn within twenty (20) days, the numerator of which is the number of days in the Straddle Period ending on the Closing Date Buyer and the denominator of which is Stockholder Representative shall refer the number of days in the entire Straddle Period. Not later than 30 calendar days prior matter to the due date Accounting Arbitrator. Buyer and the Stockholder Representative shall equally share the fees and expenses of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller for the Accounting Arbitrator and its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior determination as 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in amount owing by the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which such Taxes relate with respect to the period Straddle Period Returns or the treatment of any item shown on such Straddle Period Returns shall be binding on the Parties for which the Taxes are duepurposes of filing such Straddle Period Returns. The Company shall timely file all such Tax Returns, as so modified, and will pay such amounts shall pay, subject to Buyers no later than seven calendar days after Section 10.2(h), the filing amount of any Taxes shown due by the Straddle Return with respect Company thereon to which such pre-Closing Taxes relatedthe appropriate Tax authorities.

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers Parent shall prepare or cause such Straddle Return to be prepared and shall file or cause to be included 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 such Straddle Return the preceding sentence prior to filing and shall and report all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable with respect to the pre-Closing portion of the Straddle Period ending on the Closing Date in accordance with the instructions of Seller Representative except to the extent required by applicable Law. Parent may recover from the Holdback Amount, without duplication of any amount recovered pursuant to Article VIII (“Preby reducing the amount of such Holdback Amount) (or, at its election, otherwise pursuant to Article VIII) an amount equal to the portion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes were not taken into account in determining the final binding Net Current Assets to reduce the Initial Merger Consideration dollar-for-dollar under Section 1.7(e). For purposes of this Agreement, the portion of any Tax that relates to the portion of any Straddle Period ending on the Closing Taxes”Date shall (A) that are in the case of any Taxes other than Taxes based on upon or related to income, gains receipts, sales, use, or receipts will payroll, be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period multiplied by a fraction, 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. Not later than 30 calendar days prior to ; provided, however, that, if the due date amount of each Straddle Return, Buyers shall deliver a copy of periodic Taxes imposed for such Straddle Return to Seller Period reflects different rates of Taxes imposed for its review, and Buyers shall make all reasonable changes to different periods within such Straddle Return requested by Seller not later than seven calendar days prior to Period, the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers formula described in the preceding clause shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods applied separately with respect to an Acquired Companyeach such period within the Straddle Period and (B) in the case of any Tax based upon or related to income, but only receipts, sales, or payroll, be deemed equal to the extent amount which would be payable if the relevant Straddle Period ended as of Seller’s ultimate ownership interest 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 be prorated on the basis of the number of days in the Acquired Company (annual period elapsed through the Closing Date as of Closing) to which such Taxes relate with respect compared to the number of days in the annual period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days elapsing after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedDate.

Straddle Periods. With respect For purposes of this Agreement, any Tax of Holdco or the Company Group that is attributable to any Straddle Return of Tax period that begins on or before the Acquired Companies covering Closing Date and ends after the Closing Date (a “Straddle Period, Buyers shall cause such Straddle Return to ”) will be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In apportioned between the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing TaxesStraddle Period”) and the portion of the Straddle Period that are 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 5.1. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or related to measured by income, gains receipts or receipts will profits earned during a Straddle Period, be computed (by an interim closing of deemed equal to the books) as amount which would be payable if such taxable period the Straddle Period ended as of on and included the Closing Date Date, and (b) in the case of any other Pre-Closing Taxes will Taxes, be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period (provided that any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending as of the end of the day on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period). Not later than 30 calendar days prior The portion of Tax attributable to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 Closing Straddle Period will be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest calculated in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relateda corresponding manner.

Straddle Periods. With respect to any Straddle Return Each taxable period ending on or before the Closing Date and the portion through the end of the Acquired Companies covering Closing Date for any taxable period that includes (but does not begin or end on) the Closing Date will be a Straddle “Pre-Closing Tax Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. .” In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes allocable of the Target based upon or measured by net income or gain which relate to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are Tax Period will be determined based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended books as of the close of business on the Closing Date (and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Target hold a beneficial interest will be deemed to terminate at such time). The Parties understand and agree that, in accordance with Treasury Regulation 1.1502-76(b)(1)(ii)(A)(2) the Target will become a member of Parent’s consolidated federal income tax group as of the beginning of the Closing Date, with the result that any payment with respect to the Vested Options and Warrants, any payment of Selling Expenses and any payment of compensation to the Target’s employees and service providers (such payments, regardless of when made, the “Transaction Payments”) on the Closing Date, to the extent not validly accrued prior to the 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 which relate to the Pre-Closing Taxes Tax Period will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period portion of the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire such Straddle Period. Not later than 30 calendar days prior to To the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller extent not included or accounted 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired CompanyClosing Date Balance Sheet and as a liability in Net Working Capital, any real estate Taxes and installments of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest special assessments that are due and payable in the Acquired Company year of the Closing for the Real Property will be pro rated between the Surviving Corporation and Shareholders’ Representative (as on behalf of Closingthe Target) to which such Taxes relate with respect to on the period Closing Date based upon the respective periods of ownership for the year in which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedoccurred.

Straddle Periods. With respect to any Straddle Return For purposes of this Agreement, Taxes for a Tax period that begins on or before the Acquired Companies covering Closing Date and ends after the Closing Date (a “Straddle Period, Buyers ”) shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable apportioned to the pre-Closing portion of the Straddle Period that ends on the Closing Date (the “Pre-Closing TaxesTax Period”) and the portion that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of ends after the Closing Date (the “Post-Closing Tax Period”) using the following conventions: (A) in the case of property Taxes and any other similar Taxes imposed on a periodic basis, the amount apportioned to a Pre-Closing Taxes will Tax Period shall be computed to be determined by multiplying the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Not later than 30 calendar days prior Period and the balance of such Taxes shall be apportioned to the due date Post-Closing Tax Period; and (B) in the case of each Straddle Returnall other Taxes (including income Taxes, Buyers shall deliver a copy of such Straddle Return to Seller for its reviewemployment Taxes, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior sales and use Taxes) the amount apportioned 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to Tax Period shall be determined as if the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle had filed a separate Return with respect to which such preTaxes for the portion of the Straddle Period ending on the end of the day on the Closing Date using a closing of the books methodology, and the balance of such Taxes shall be apportioned to the Post-Closing Taxes related.Tax Period. For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period and the balance of such items shall be apportioned to the Post-Closing Tax Period. 45

Straddle Periods. With Buyer shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Company for all Straddle Periods. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, unless otherwise required by applicable Law. Buyer shall permit the Representative a reasonable opportunity to review each such Tax Return at least thirty (30) days prior to the due date for filing, including any extensions, and Buyer shall consider in good faith all reasonable comments proposed by the Representative in writing. Buyer shall cause the Company to execute and timely file each such Tax Return and shall cause the Company to remit any Taxes payable with respect to such Tax Returns; provided, however, that Buyer shall be indemnified by Sellers at least two days prior to the date on which such Taxes are due to the extent provided in Article 9 hereof to the extent that such Taxes were not included as Unpaid Taxes, Transaction Expenses, Net Working Capital or otherwise taken into account as a reduction in the calculation of the Final Cash Purchase Price under Section 1.3. To the extent permitted or required by applicable Law, the taxable year of the Company that begins before and includes the Closing Date shall be treated as closing on (and including) the Closing Date. To the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Taxes that are imposed with respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause the portion of such Tax which relates to the portion of such Straddle Return to be prepared Period ending on (and including) the Closing Date shall cause to be included (x) in such Straddle Return all Tax items required to be included therein. In the case of any real or personal property Taxes or other similar Taxes imposed on a Straddle Periodperiodic basis, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the Straddle Period taxable period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior Period and (y) in the case of any other Tax, be deemed equal to the due date of each Straddle Return, Buyers amount which would be payable if the relevant taxable period ended on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall deliver a copy of such Straddle Return be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior give effect to the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers foregoing allocations shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest made in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods a manner consistent with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing prior practice of the Straddle Return with respect to which such pre-Closing Taxes relatedCompany.

Straddle Periods. With respect Whenever it is necessary to determine the liability for Taxes for a Straddle Period relating to: (a) Periodic Taxes of any Straddle Return of the Acquired Companies covering a Straddle PeriodSubsidiaries, Buyers shall cause the determination of the Taxes of such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In Acquired Subsidiaries for the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based ending on or related to incomeand including, gains or receipts will be computed (by an interim closing and the portion of the books) as if such taxable period ended as of Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and any other Pre-after the Closing Taxes will be computed to be Date pro rata, based on the amount number of such Taxes for days of the entire Straddle Period multiplied by a fractionin the period before and ending on the Closing Date, on the numerator of which is one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (b) Taxes of any of the Acquired Subsidiaries not described in Section 8.2(a) (such as (A) Taxes based on the income or receipts of the Members of any of the Acquired Subsidiaries for a Straddle Period, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Transfer Taxes described in Section 8.5, and (C) withholding and employment Taxes relating to a Straddle Period), the determination of the Taxes of the Members of the Acquired Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one which ended at the close of the Closing Date and the denominator other which began at the beginning of which is the number day following the Closing Date and items of days in income, gain, deduction, loss or credit of the entire Acquired Subsidiaries for the Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 Period shall be responsible pursuant to Section 11.1(d)allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Subsidiaries were closed at the close of the Closing Date (and for such purpose, Seller the taxable period of any partnership or other pass-through entity in which ▇▇▇▇▇▇▇▇ holds a beneficial interest shall be responsible for its pro rata share, according deemed to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which terminate at such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedtime).

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers Buyer shall prepare and timely file or cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return timely filed at its expense all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion Returns of the Straddle Period (“Pre-Company that include periods ending after the Closing Taxes”) Date; provided that are based on or related if any such Tax Return relates to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable any period ended as of beginning before the Closing Date (a “Straddle Period”), Buyer shall deliver to the Stockholder Representative for his review and comment a draft of the proposed Tax Return no later than thirty (30) days prior to Buyer’s proposed filing date for such Tax Return (such Tax Returns relating to periods beginning before the Closing Date, the “Straddle Period Returns”). In each case such Straddle Period Returns shall be 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 other Pre-Closing Taxes will be computed to be issue arising as a result of the review of such Straddle Period Returns. If the Stockholder Representative and Buyer cannot agree on the amount of Taxes owed by the Company or the treatment of an item shown on such Taxes for the entire Straddle Period multiplied by a fractionReturn within twenty (20) days after such return is delivered to the Stockholder Representative, the numerator of which is the number of days in the Straddle Period ending on the Closing Date Buyer and the denominator of which is Stockholder Representative shall refer the number of days in the entire Straddle Period. Not later than 30 calendar days prior matter to the due date Accounting Arbitrator. Buyer and the Stockholder Representative shall equally share the fees and expenses of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller for the Accounting Arbitrator and its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior determination as 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in amount owing by the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which such Taxes relate with respect to the period Straddle Period Returns or the treatment of any item shown on such Straddle Period Returns shall be binding on the Parties for which the Taxes are duepurposes of filing such Straddle Period Returns. The Company shall timely file all such Tax Returns, as so modified, and will pay such amounts shall pay, subject to Buyers no later than seven calendar days after Section 9.2(g), the filing amount of any Taxes shown due by the Straddle Return with respect Company thereon to which such pre-Closing Taxes relatedthe appropriate Tax authorities.

Straddle Periods. With For purposes of this Agreement, the portion of Tax with respect to any Straddle Return the income, property or operations of the Acquired Companies covering 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, Buyers shall cause such ”) will be apportioned between the period of the Straddle Return to be prepared Period that extends before the Closing Date through and shall cause to be included in such Straddle Return all Tax items required to be included therein. In including the case of a Closing Date (the “Pre-Closing Straddle Period, any Taxes allocable ”) and the period of the Straddle Period that extends from the date immediately after the Closing Date to the pre-Closing portion end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 4.1. The portion of such Tax attributable to the Pre-Closing Taxes”Straddle Period will (a) that are in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or related to measured by income, gains receipts or receipts will profits earned during a Straddle Period, be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date. Not later than 30 calendar days In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to the due date 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 each Straddle Return, Buyers shall deliver Tax attributable to a copy of such Straddle Return to Seller 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 Closing Straddle Period will be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest calculated in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relateda corresponding manner.

Straddle Periods. With respect For purposes of this Agreement, the portion of Taxes attributable to any Straddle Return the income, property or operations of the Acquired Companies covering for any taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period, Buyers shall cause such ”) will be apportioned between the portion of the Straddle Return to be prepared Period that begins on or before the Closing Date and shall cause to be included ends on and includes the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period that begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in such Straddle Return all Tax items required to be included thereinaccordance with this Section 5.9(e). In the case of a any Straddle Period, any the portion of Taxes allocable for such Straddle Period that is attributable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”Straddle Period will: (i) in the case of personal property, real property, and other Taxes that are based on or related to incomenot transaction-based, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed 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 ending on the Closing Date and the denominator of which is the number of days in such entire Straddle Period and (ii) in the entire 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 apportioned on a daily basis); provided that any Taxes described in clause (i) above imposed with respect to any asset not held by any Acquired Company prior to the Closing shall be attributable solely to the Post-Closing Straddle Period. Not later than 30 calendar days prior The portion of Taxes attributable to a Post-Closing Straddle Period 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 due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Straddle Period. Each Acquired Company that is classified as a partnership or “flow-through” entity for Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended on the Closing Date and Taxes for Straddle Periods with respect to an Acquired Company, but only attributable to the extent income and gain of Seller’s ultimate ownership interest in each such entity through the Acquired Company (as of Closing) Closing Date shall be considered to which such Taxes relate with respect be attributable to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such prePre-Closing Taxes relatedStraddle Period.

Straddle Periods. With respect For purposes of this Agreement, whenever it is necessary to any Straddle Return determine the liability for Taxes of the Acquired Companies covering a for any Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case determination of a Straddle Period, any the Taxes allocable to for the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based ending on or related to incomeand including, gains or receipts will be computed (by an interim closing and the portion of the books) as if such taxable period ended as of Straddle Period beginning after, the Closing Date and any other Pre-Closing Taxes will shall be computed to be the amount of such Taxes for the entire Straddle Period multiplied determined by a fraction, the numerator of which is the number of days in assuming that the Straddle Period ending consisted of two (2) taxable years or periods, one which ended at the close of business on the Closing Date and the denominator other which began at the beginning of which is the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, shall be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, (a) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (b) periodic Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days in for the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing portion of the Straddle Return with respect to which such pre-Period ending on and including the Closing Date, on the one hand, and the number of days for the portion of the Straddle Period beginning after the Closing Date, on the other hand. Sellers will be liable for all Taxes relatedof the Acquired Companies for the portion of the Straddle Period ended on the Closing Date, and Buyer will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period beginning on the day following the Closing Date.

Straddle Periods. With respect Acquiror shall prepare or cause to be prepared in a manner consistent with past practice (except as otherwise required by Law) or file or cause to be filed any Straddle Return Tax Returns of the Acquired Companies covering for periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). The Acquiror shall permit the Member Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall not file any such Tax Return without the consent of the Member Representative, which consent shall not be unreasonably withheld, delayed or conditioned. (i) For all purposes of this Agreement, Taxes arising in a Straddle Period shall be allocated among the Pre-Closing Period and Post-Closing Period as follows: (1) In the case of Taxes arising in a Straddle Period, Buyers shall cause except as provided in subsection (2) below, the allocation of such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In Taxes between the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based Period and the Post-Closing Period shall be made on or related to income, gains or receipts will be computed (by the basis of an interim closing of the books) as if such taxable period ended books as of the end of the Closing Date Date. (2) In the case of any Taxes that are imposed on a periodic basis and any other are payable for a Straddle Period, the portion of such Taxes which relates to the Pre-Closing Period shall, in the case of any Taxes will other than Taxes based upon or related to income or receipts, or franchise Taxes, or Taxes based on capitalization, debt or shares of stock authorized, issued or outstanding, be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Pre-Closing Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar . (ii) With respect to the Tax Returns required to be filed by Acquiror for Straddle Periods, Acquiror shall deliver, at least ten days prior to the due date of each Straddle Return, Buyers shall deliver a copy for the filing of such Straddle Return to Seller for its reviewTax Returns (taking into account extensions), 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 Member Representative a statement setting forth the amount of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant that relate to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Period and copies of such Tax Returns. The Member Representative (on behalf of the Members) shall pay within five Business Days of the receipt of such statement, the amount of Taxes for shown on such statement as attributable to the Pre-Closing Period portion of the relevant Straddle Periods with respect to an Acquired Company, but only (except to the extent of Seller’s ultimate ownership interest already taken into account in the Acquired calculation of either Working Capital or Company (as of Closing) to which such Taxes relate with respect Expenses and having already resulted in a reduction to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedPurchase Price).

Straddle Periods. With respect to For purposes of this Agreement, in the case of any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In (a) ad valorem or similar Taxes imposed on a periodic basis on the case of a Straddle Period, Company Group or the JCA Entities for any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related Date Period shall be equal to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in during the Straddle Period ending on that are in the Pre-Closing Date Period and the denominator of which is the number of calendar days in the entire Straddle Period. Not later than 30 calendar days prior Period and (b) any other Taxes of the Company Group or the JCA Entities, as applicable, allocable to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (Date Period shall be computed as if such taxable period ended as of Closing) to which such Taxes relate the end of the day on the Closing Date (or, if applicable and solely with respect to the period for which Brazil Business, the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing Deferred Brazil Closing Date) on a closing of the Straddle Return 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 period ending on the Closing Date (or, if applicable and solely with respect to which the Brazil Business, the Deferred Brazil Closing Date) and the 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 preTaxes of the Company Group, such exemptions, allowances, deductions or other Tax attributes that are attributable to Transaction Tax Deductions will be treated as arising in a period ending on the Closing Date (or, if applicable and solely with respect to the Brazil Business, the Deferred Brazil Closing Date) to the extent such amounts are “more likely than not” allocable and deductible with respect to such Pre-Closing Taxes relatedDate Period.

Straddle Periods. With All personal property Taxes, real property Taxes and similar ad valorem obligations levied with respect to any Straddle Return of the Acquired Companies covering Purchased Assets for a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (such Taxes, “Straddle Period Taxes”) shall be apportioned between the Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of Tax Period and the books) as if such taxable period ended Post-Closing Tax Period as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is based on the number of days of such taxable period included in the Straddle Pre-Closing Tax Period ending on the Closing Date and the denominator of which is the number of days of such taxable period included in the entire Straddle Post-Closing Tax Period. Not later than 30 calendar The Seller shall be liable for the amount of Straddle Period Taxes that is apportioned to the Pre-Closing Tax Period, and the Purchaser shall be liable for the amount of Straddle Period Taxes that is apportioned to the Post-Closing Tax Period. (i) Within sixty (60) days of the Closing Date, the Seller, on the one hand, and the Purchaser, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled, together with such supporting evidence as is reasonably necessary to calculate the proration amount of such Straddle Period Taxes. The proration amount shall be paid by the party owing it to the other party within ten (10) days after delivery of such statement. (ii) The party required under applicable Law for the filing of a Return with respect to any Straddle Period Taxes that are due or otherwise required to be filed after the Closing Date shall prepare, or cause to be prepared in a timely manner all such Returns (“Straddle Period Returns”). The filing party shall provide the non-filing party with a copy of any such Straddle Period Return at least fourteen (14) days prior to the due date of each Straddle Return, Buyers shall deliver a copy for filing of such Straddle Period Return to Seller (taking into account permitted extensions that have been granted) for its review, review and Buyers shall make all incorporate any reasonable changes comments of the non-filing party in advance of filing. The amount of any Straddle Period Taxes to such Straddle Return requested be borne by Seller not later than seven calendar days prior the non-filing party (to the due date extent not taken into account in the calculation of the proration amounts described in Section 5(d)(ii)) shall be paid by the non-filing party to the filing party within ten (10) days after payment of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Period Taxes. (iii) Any payment required under this Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company 5(d) and not made within ten (as of Closing10) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing delivery of the Straddle Return with respect statement shall bear interest at the rate per annum described, from time to which such pre-Closing Taxes relatedtime, under the provisions of Section 6621(a)(2) of the Code for each day until paid.

Straddle Periods. With respect Buyer shall prepare or cause to be prepared and file or cause to be filed any Straddle Return Tax Returns of the Acquired Companies covering for any Straddle Period (“Straddle Returns”). No later than thirty (30) days prior to the due date (including extensions) for filing such Tax Returns, Buyer shall deliver the Tax Returns described in this Section 4.6(a)(iv) to Parent for its review, comment and approval. Buyer shall make all changes with respect to Straddle Returns as are reasonably requested by Parent. Parent shall pay to Buyer an amount equal to the Taxes due as reflected on such Straddle Returns, to the extent that such Taxes arise in or are 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. All Straddle Returns shall be prepared in a manner consistent with past practices of Parent, to the extent such past practice complies with applicable Law. Where Taxes involve a Straddle Period, Buyers such Taxes shall cause such Straddle Return to be prepared and shall cause to be included calculated as though the taxable year of the Acquired Company terminated as of the close of business on the day preceding the Closing Date; provided, however, that in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are Tax not based on or related to income, gains receipts, proceeds, profits or receipts will similar items, Taxes shall be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed equal to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is shall be the number of days in from the Straddle Period ending on beginning of the taxable period through to the Closing Date and the denominator of which is shall be the number of days in the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedtaxable period.

Straddle Periods. With respect For purposes of this Agreement, if the Closing occurs, any Tax of Holdings or the Company Group that is attributable to any Straddle Return of Tax period that begins on or before the Acquired Companies covering Closing Date and ends after the Closing Date (a “Straddle Period, Buyers shall cause such Straddle Return to ”) will be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In apportioned between the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing TaxesStraddle Period”) and the portion of the Straddle Period that are 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 attributable to the Pre-Closing Straddle Period will (a) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or related to measured by income, gains receipts or receipts will profits earned during a Straddle Period, be computed (by an interim closing of deemed equal to the books) as amount which would be payable if such taxable period the Straddle Period ended as of on and included the Closing Date Date, and (b) in the case of any other Pre-Closing Taxes will Taxes, be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period Tax period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing, any item determined on an annual or periodic basis for income Tax purposes shall be allocated to the Pre-Closing Straddle Period based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period. Not later than 30 calendar days prior to For the due date avoidance of each Straddle Returndoubt, Buyers shall deliver (i) any compensation expense deduction that is a copy of such Straddle Return to Seller for its reviewTransaction Expense and results from, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior to or is attributable to, the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers Contemplated Transactions shall be responsible pursuant deemed to Section 11.1(d), Seller occur on the Closing Date such that such compensation expense deduction shall be responsible for its pro rata share, according to Seller’s ownership interest utilized in the relevant Acquired Company, computation of any Taxes in respect of the Pre-Closing Taxes for Straddle Periods with respect Tax Period (or otherwise shall inure to an Acquired Companythe benefit of the Members), but only and (ii) all Transaction Expense deductions shall be taken into account in the Pre-Closing Tax Period to the extent of Seller’s ultimate ownership interest in permitted by Applicable Law and applying the Acquired Company seventy percent (as of Closing70%) safe-harbor election under Revenue Procedure 2011-29 to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedany “success based fees.”

Straddle Periods. With respect Parent shall prepare or cause to be prepared and file or cause to be filed any Straddle Return Tax Returns of the Acquired Companies covering for all Straddle Periods. Pursuant to Article 10 and subject to any limitations therein but without limiting any of Parent’s rights under Article 10, Parent may recover from the Holdback an amount equal to the portion of such Taxes of the Acquired Companies which relates to the portion of any Straddle Period ending on the Closing Date. At least ten (10) days prior to filing any income or other material Tax Return, Parent shall submit a Straddle Period, Buyers shall cause copy of such Straddle income or other material Tax Return to be prepared the Securityholder Representative for the Securityholder Representative’s review and comment, and Parent shall cause reflect in good faith any reasonable comments provided by the Securityholder Representative with respect to be included such Tax Returns at least five (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 ending on the Closing Date shall (a) in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Periodreal property, any personal property and similar ad valorem Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period multiplied by a fraction, 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 PeriodPeriod 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. Not later than 30 calendar days Tax Liabilities determined under Sections 951 and 951A of the Code with respect to any non-U.S. Subsidiary of the Company shall be determined by assuming that the 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 due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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(dClosing Date), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes related.

Straddle Periods. With respect For purposes of this Agreement, any Tax that is attributable to any Straddle Return of Tax period that begins on or before the Acquired Companies covering Closing Date and ends after the Closing Date (a “Straddle Period, Buyers shall cause such Straddle Return to ”) will be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In apportioned between the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing TaxesStraddle Period”) and the portion of the Straddle Period that are 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 5.1. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any Tax based on or related to measured by income, gains receipts, capital, net worth or receipts will profits earned during a Straddle Period, be computed (by an interim closing of deemed equal to the books) as amount which would be payable if such taxable period the Straddle Period ended as of on and included the Closing Date Date, and (b) in the case of any other Pre-Closing Taxes will Taxes, be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period (provided that (i) any income or gain resulting from the Tax Liquidation shall be allocated to the Post-Closing Straddle Period unless otherwise required by Applicable Law and (ii) any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending as of the end of the day on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period). Not later than 30 calendar days prior The portion of Tax attributable to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 Closing Straddle Period will be calculated in a corresponding manner and shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in include any income or gain resulting from the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedTax Liquidation unless otherwise required by Applicable Law.

Straddle Periods. (a) With respect to any Straddle Return taxable period of the Acquired Companies covering Company that would (absent an election) include, but not end until after, the Closing Date (a "Straddle Period"), Buyer and Seller will, to the extent permitted by applicable Law, elect with any relevant Taxing Authority to close such Straddle Period as of the end of the Closing Date. As a result of such election, Taxes will be allocated to Seller and Buyer pursuant to the provisions of Sections 2 and 4, respectively; provided, however, that notwithstanding any provision to the -------- ------- contrary contained in this Agreement, Seller will not be responsible for any Taxes to the extent accrued as a Liability in the determination of the Adjusted Equity Value. If the Closing Date is not the last day of a calendar month and it is not reasonably practicable to perform a closing of the books as of the end of the Closing Date, Income Taxes for a Straddle PeriodPeriod as to which an election is made under this Section 3(a) shall be determined based upon a closing of the books as of the end of the calendar month immediately preceding the calendar month that includes the Closing Date and a pro rata portion (by day) of the Company's results for the calendar month that includes the Closing Date, Buyers except that events or transactions during the calendar month that includes the Closing Date that are not in the ordinary course of business of the Company shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable allocated to the pre-Closing portion of the Straddle Period up to and including the Closing Date only if such events or transactions actually occur during such portion of the Straddle Period. (“Pre-b) In any case where applicable Law does not permit the Company to close a Straddle Period as of the end of the Closing Taxes”) that are based on or related to incomeDate, gains or receipts Seller will be computed (by allocated any Income Taxes imposed on the Company for the portion of the Straddle Period up to and including the Closing Date. For purposes of this Section 3(b), Income Taxes for the portion of a Straddle Period up to and including the Closing Date will be determined based upon an interim closing of the booksbooks of the Company as of the end of the Closing Date based upon tax accounting methods, practices and procedures last used by the Company in preparing its Income Tax Returns; provided, however, that if (i) the Closing -------- ------- Date is not the last day of a calendar month and (ii) it is not reasonably practicable to perform a closing of the books as of the end of the Closing Date, Income Taxes for the portion of a Straddle Period up to and including the Closing Date will be determined based upon a closing of the books as of the end of the calendar month immediately preceding the calendar month that includes the Closing Date and a pro rata portion (by day) of the Company's results for the calendar month that includes the Closing Date, except that events or transactions during the calendar month that includes the Closing Date that are not in the ordinary course of business of the Company shall be allocated to the portion of the Straddle Period up to and including the Closing Date only if such taxable events or transactions actually occur during such portion of the Straddle Period; and provided, further, however, that such Income Taxes will not include -------- ------- ------- any Income Taxes arising as a result of actions taken by the Company, Buyer or any of their Tax Affiliates with respect to the Company, on the Closing Date but after the Closing that are not in the ordinary course of business of the Company. (c) As to any Tax other than an Income Tax (a "Non-Income Tax"), for any Straddle Period, Seller will be allocated (i) for any Non-Income Tax that is determined based upon specific transactions (including, but not limited to, value added, sales and use Taxes), all Non-Income Taxes applicable to transactions which have been consummated during the period ended as through the end of the Closing Date and (ii) for any other PreNon-Closing Taxes will be computed Income Tax that is not based upon specific transactions (including, but not limited to, license, real property, personal property, franchise and doing business Taxes), any Non-Income Tax equal to be the full amount of such Taxes Non-Income 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. Not later than 30 calendar days prior to the due date of each Straddle Return; provided, Buyers shall deliver a copy of such Straddle Return to Seller 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 that Seller's allocation shall be responsible pursuant adjusted -------- appropriately to Section 11.1(d)reflect the actual proportionate period of property ownership or the activity of the Company during the Straddle Period, Seller shall be responsible as applicable, for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Presuch Non-Closing Income Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which such Taxes relate imposed with respect to the period for which ownership of specific items of property held by the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after Company or the filing activity of the Company, as applicable, during the Straddle Return with respect to which such pre-Closing Taxes relatedPeriod.

Straddle Periods. Any Taxes (other than federal and state income Taxes in the event that a short period Tax Return is filed with respect to such Taxes) with respect to the Company that relate to a Tax period which begins on or before the Closing Date and ends after the Closing Date (a "STRADDLE PERIOD") 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"), (i) in the case of real or personal property Taxes (and any other ad valorem Taxes on a per diem basis) and, (ii) in the case of other Taxes, on an "INTERIM CLOSING OF THE BOOKS" method. The Purchaser shall cause the Company to file any Tax Returns for any Straddle Period, and the Purchaser shall pay all Taxes shown as due on any such Tax Returns. With respect to any such Tax Returns for any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items Period required to be included therein. In filed by the case of a Straddle Period, any Taxes allocable Company and not required to be filed prior to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fractionDate, the numerator Company shall provide the Seller with copies 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. Not later than 30 calendar any such completed Tax Return at least thirty (30) business days prior to the due date of each Straddle Return, Buyers shall deliver a copy for filing of such Straddle Tax Return and the Seller shall have the right to Seller for its review, and Buyers shall make all reasonable changes to review such Straddle Tax Return requested by Seller not later than seven calendar days prior to the due date filing of such Straddle Tax Return. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant The Seller and the Purchaser agree to Section 11.1(d), consult and resolve in good faith any issues arising as a result of such review. The Seller shall be responsible for its pro rata share, according pay the Purchaser all such Taxes apportioned to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only Partial Period (to the extent of Seller’s ultimate ownership interest not paid by the Company prior to the Closing Date or reflected in the Acquired Company (as of ClosingPost-Closing adjustment under SECTIONS 2.3 and 2.4) due pursuant to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of any such Tax Returns under the Straddle Return with respect to provisions of this SECTION 9.7(b) within fifteen (15) business days of receipt of notice of such filing by the Purchaser, which notice shall set forth in reasonable detail the calculations regarding the Seller's share of such pre-Closing Taxes relatedTaxes.

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers PGG shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed 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 Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior to the due date provide CMH with copies of each Straddle Return, Buyers shall deliver a copy of such Straddle ---------------- Period Tax Return to Seller for at least 30 days before 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 (giving effect to any extensions thereto), accompanied by a statement calculating in reasonable detail the C/M Parties' indemnification obligation pursuant to Section 11.1(d11.7 (the "Tax Indemnification Statement"), Seller . CMH shall be responsible for its pro rata share, according have the right to Seller’s ownership interest in review each such Straddle Period Tax Return and the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after related Tax Indemnification Statement before the filing of the Straddle Period Tax Return. If CMH disputes any amounts shown due on any such Tax Returns or the amount calculated in the related Tax Indemnification Statement, CMH and 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 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 an expert and not as an arbitrator (the "Independent Auditor") which shall resolve any issue in dispute as promptly as practicable. One-half of all fees and disbursements of the Independent Auditor shall be paid by CMH and one-half shall be paid by PGG. If the Independent Auditor is unable to make a determination with respect to any disputed issue before the due date (including any extensions) for the filing of the Straddle Period Tax Return in question, PGG shall file, or shall cause to be filed by the Acquired Subsidiaries, such pre-Closing Straddle Period Tax Return without such determination having been made. Upon delivery to CMH and PGG by the Independent Auditor of its determination, CMH shall pay to PGG any Taxes relatedwith respect to such Straddle Period Tax Return which the Independent Auditor determined to be the proper amount chargeable to CMH pursuant to this Section 11.

Straddle Periods. With For a taxable period that begins on or before the Closing Date and ends after Closing Date (a “Straddle Period”), Buyer shall prepare or cause to be prepared, at Buyer’s expense, and timely file all Tax Returns for the 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 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 of (along with associated tax workpapers) relating to Straddle Period which shows a Tax owing allocable to a Pre-Closing Period to the Acquired Companies covering a Straddle Period, Buyers shall cause Seller for its review and comment at least thirty (30) days prior to the date on which such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items is required to be included therein. In filed (taking into account extensions) or, in the case of a Straddle PeriodReturn 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 Taxes allocable 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 ▇▇▇▇▇ shall act in good faith to resolve any such dispute prior to the pre-Closing portion 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 Straddle Period (“Pre-Closing Taxes”) that are based on or related Independent Auditor attributable to income, gains or receipts will such dispute shall be computed (borne equally by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed 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 Straddle Period ending on the Closing Date Seller and the denominator of which Buyer. If the Independent Auditor is unable to resolve the number of days in the entire Straddle Period. Not dispute no later than 30 calendar 3 days prior to the due filing date of each the Straddle ReturnReturn at issue (taking into account applicable extensions), Buyers then such Straddle Return shall deliver be filed as prepared by Buyer, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Buyer shall provide a copy of such Straddle Return Tax Returns to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days promptly after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedTax Returns.

Straddle Periods. With respect to any For purposes of this Agreement, Income Taxes shown on a Tax Return for a Straddle Return Period prepared consistent with past tax practice and accounting methods shall be allocated between the Pre- and Post-Closing Straddle Periods on the basis of the Acquired Companies covering a Straddle actual Taxable income for each such Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period determined by (“Pre-Closing Taxes”i) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as books at the close of the Closing Date (or such other allocation method as the Parties may agree to in writing), and any other Pre-Closing Taxes will be computed (ii) as to be each Straddle Period, treating each member of the amount of such Taxes combined group that is includable in a Combined Income Tax Return for the entire Straddle Period multiplied as included in such Combined Income Tax Return, and by a fraction, treating any member of the numerator of which combined group that is not includable in such Combined Income Tax Return for the number of days in the entire Straddle Period ending as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the 48 53 Purchaser and Sellers regarding the amount of Taxes allocated to the Pre-Closing Straddle Period shall be resolved in accordance with the principles of Section 10.6(e) of this Agreement. Sellers shall pay to Purchaser the excess of any amount allocated (based upon the undisputed amount of Tax shown on each executed Income Tax Return for a Straddle Period) to the Pre-Closing Straddle Period over the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date; or Purchaser shall pay to Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and the denominator of which is the number of days Post-Closing Straddle Periods (i) in the entire Straddle Periodcase 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. Not Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount due under this Section 10.2(d) upon the later than 30 calendar of (i) five days prior to before the due filing date of each the Tax Return for a Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to Period upon which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar payment is based or (ii) ten days after receipt by the filing Seller of the Straddle executed Tax Return with respect to upon which such pre-Closing Taxes relatedpayment is based.

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle PeriodPurchaser (at its cost and expense) shall prepare and file, Buyers shall or cause such Straddle Return 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 cause permit Sellers to be included 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 Straddle Return all Tax items Taxes are required to be included therein. In the case of a Straddle Periodpaid, any Taxes allocable to the pre-Closing that portion of the Straddle Period 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 periodic basis and are payable for a taxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based on upon or related to sales, income, gains payroll, payments or receipts will receipts, be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the Straddle Period taxable period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior taxable period, and (ii) in the case of any Tax based upon or related to sales, income, payroll, payments or receipts be deemed equal to the due date of each Straddle Returnamount which would be payable if the relevant taxable period ended on the Closing Date; provided, Buyers shall deliver a copy of such Straddle Return to Seller for its reviewhowever, 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 that property Taxes for which Buyers shall be responsible apportioned pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes related4.5.

Straddle Periods. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a any Straddle Period, the amount of any Taxes allocable to the pre-Closing portion of the Straddle Period (“Company and its Subsidiaries not based upon or measured by income, payroll, specific activities or events, the level of any item, gain, receipts, proceeds or profits or similar items for the Pre-Closing Taxes”) that are based on or related to income, gains or receipts Tax Period will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes for the entire Straddle Period Tax period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period Tax period ending on the day immediately before the Closing Date and the denominator of which is the number of days in such Straddle Period. The amount of any other Taxes for a Straddle Period that is included in the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the 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 immediately before the 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 to a Straddle Period will be deemed to be used fully in the portion of such Straddle Period ending on the day immediately before the Closing Date before being used in the portion of such Straddle Period beginning on the Closing Date, (ii) Tax deductions related to Transaction Expenses, the Transaction Bonus Payments, the payment of the Company Indebtedness, and the other transactions or payments contemplated by this Agreement that are allowed under applicable Tax Law in a Straddle Period shall be allocated to the pre-Closing portion of the Straddle Period as provided in Section 8.8.4, and (iii) exemptions, allowances or deductions that are calculated on an annual basis will be allocated to the portion of the Straddle Period ending on the day immediately before the Closing Date in the same proportion as the number of calendar days during the Straddle Period through the day immediately before the Closing Date bears to the number of calendar days in the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes related.

Straddle Periods. With All real property Taxes, personal property Taxes and similar ad valorem obligations levied on a Seller with respect to any Straddle Return of the Acquired Companies covering Business or the Purchased Assets for a Straddle PeriodTax period that includes (but does not end on) the Closing Date, Buyers whether such Taxes are payable to a taxing authority, a landlord or other third party, shall cause such Straddle Return to be prepared apportioned between Section 9.2 and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended Section 9.3 as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fractionbased upon, the numerator of which is respectively, the number of calendar days in the Straddle Period portion of such Tax period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodportion of such Tax period commencing after the Closing Date. Not later than 30 calendar If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall 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 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 provide such Tax Return to the Sellers at least thirty (30) days prior to the due date of each Straddle on which such Tax Return is required to be filed (but in no event earlier than thirty (30) days after the Closing Date), for Sellers’ review and comment. Sellers shall have ten (10) days to review and comment on any such Tax Return, Buyers which comments Purchaser shall deliver a copy of 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 Straddle Return Tax Returns to Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar the Sellers at least ten (10) business days prior to the due date of on which any such Straddle Tax Return is required to be filed, for Sellers’ review and comment. Sellers shall have five (5) business days to review and comment on any such Tax Return. Except for Post-Effective Date Taxes for , which Buyers comments Purchaser shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for take into consideration in its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedsole discretion.

Straddle Periods. With All property taxes, personal property taxes and similar AD VALOREM obligations in respect to any Straddle Return of the Acquired Companies covering a Straddle PeriodPurchased Assets that relate to periods beginning prior to the Closing Date and ending after the Closing Date ("STRADDLE PERIODS") shall be prorated as of the Closing Date. Seller's estimated accrued liability at the Closing for any 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, Buyers or shall cause such Straddle Return to be prepared and filed, on a timely basis, all Straddle Period tax returns. Buyer shall cause provide each Straddle Period Tax return to Seller for review not less than ten (10) business days in advance of the due date thereof (which return shall be subject to Seller's approval not to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Periodunreasonably withheld), any Taxes allocable to the pre-Closing and Buyer shall pay Seller's prorated portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed tax shown to be the amount of due on each such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of return not less than five (5) business 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. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 before the due date of such Straddle Returnpayment; 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. Except for Post-Effective Date Buyer agrees to promptly return to Seller any portion of the Closing Cash Consideration retained by it pursuant to this Section 8.2 not used to pay Seller's prorated portion of such Taxes for which Buyers shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for a Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedPeriod.

Straddle Periods. With respect For purposes of this Agreement, if the Closing occurs, any Tax of Holdings or the Company that is attributable to any Straddle Return of Tax period that begins on or before the Acquired Companies covering Cutoff Date and ends after the Cutoff Date (a “Straddle Period, Buyers shall cause such Straddle Return to ”) will be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In apportioned between the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period that extends before the Cutoff Date through and including the Cutoff Date (the “Pre-Closing TaxesCutoff Straddle Period”) and the portion of the Straddle Period that are extends from the date immediately after the Cutoff Date to the end of the Straddle Period (the “Post-Cutoff Straddle Period”) in accordance with this Section 5.1. The portion of such Tax attributable to the Pre-Cutoff Straddle Period will (a) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or related to measured by income, gains receipts or receipts will profits earned during a Straddle Period, be computed deemed equal to the amount which would be payable if the Straddle Period ended on and included the Cutoff Date, and (by an interim closing b) in the case of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will Taxes, be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Cutoff Straddle Period ending on the Closing Date and the 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 Straddle Period as compared to the number of days in the entire Straddle Period. Not later than 30 calendar days prior ; (B) any Tax or item of income, gain, loss, deduction or credit from a Buyer Closing Date Transaction shall be allocated to the due date Post-Cutoff Straddle Period; and (C) any item of each Straddle Return, Buyers deduction attributable to any Transaction Deductions accruing on or before the Closing Date shall deliver a copy of such Straddle Return to Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior be allocated 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing portion of the Straddle Return with respect Period ending on the Cutoff Date, regardless of whether accrued before or after the Cutoff Date; and (D) any Tax or item of income, gain, loss or deduction from activities outside the Ordinary Course of Business during the Interim Period shall be allocated to which such prethe Pre-Closing Taxes relatedCutoff Straddle Period.

Straddle Periods. With (i) All real property Taxes, personal property Taxes and other similar Taxes imposed on a periodic basis by reference to the value or level of an item levied with respect to any the Purchased Assets (“Property Taxes”) for a taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Return Period”) shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as of the Acquired Companies covering a Straddle Period, Buyers shall cause Closing Date based on the number of days of such Straddle Return to be prepared and shall cause to be taxable period included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the prePre-Closing portion Tax Period and the number of days of such taxable period included in the Post-Closing Tax Period. All Taxes for a Straddle Period (“other than Property Taxes) shall be apportioned between the Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of Tax Period and the books) Post-Closing Tax Period as if such taxable period ended as of the end of the Closing Date. At the Closing, Purchaser shall reimburse Seller for any Property Tax properly allocable to the Post-Closing Tax Period and previously paid by Seller if Seller provides documentary evidence of such Property Tax payment, to the reasonable satisfaction of Purchaser, at least five (5) Business Days prior to Closing. (ii) Purchaser shall prepare (or cause to be prepared) and timely file (or cause to be timely filed) all Tax Returns related to the Purchased Assets, the Assumed Liabilities or the Business for any Straddle Period that are required to be filed after the Closing Date (“Straddle Period Tax Returns”) and shall timely pay (or cause to be timely paid) to the applicable Taxing Authority any and all Taxes shown as due on such Straddle Period Tax Returns, provided, that such Straddle Period Tax Returns shall be prepared in accordance with the past practice of Seller. Purchaser shall deliver to Seller for its review and comment a copy of such Straddle Period Tax Returns, and any other accompanying calculation of Taxes allocable to the Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fractionTax Period, 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. Not later than 30 calendar at least thirty (30) days prior to the due date of each Straddle Return, Buyers thereof (taking into account any extensions). Purchaser shall deliver a copy of revise such Straddle Return Period Tax Returns to Seller for its review, and Buyers shall make all reflect any reasonable changes to such Straddle Return requested by comments received from Seller not later than seven calendar fifteen (15) days prior to before the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Section 11.1(dthereof (taking into account any extensions), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest or in the relevant Acquired Company, case of any Pre-Closing Taxes for Straddle Periods with respect Period Tax Returns required to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company be filed within fifteen (as of Closing15) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect Closing Date, as soon as reasonably practicable. Purchaser and Seller shall cooperate in good faith to which such pre-Closing Taxes relatedresolve any disagreements that arise from Seller’s review.

Straddle Periods. With respect to any Taxes for which a Core Subsidiary is liable (“Entity Level Tax”), if the Transfer does not end the taxable period with respect to that Entity Level Tax, then that taxable period shall constitute a “Straddle Return of the Acquired Companies covering a Period.” With respect to each Straddle Period, Buyers shall cause such Straddle Return each Purchaser will prepare all returns relating to be prepared and shall cause to be included in such Straddle Return all Entity Level Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of for the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing in a manner consistent with past practices of the booksCore Subsidiary and will submit a copy of the returns to Seller no later than thirty (30) as if calendar days prior to filing for Seller’s approval, which approval will not be unreasonably withheld, together with a proposed allocation of any Entity Level Taxes between the applicable Purchaser and Seller, computed assuming that the Straddle Period consisted of two separate taxable periods, the first such taxable period ended as ending on the Closing Date, which period shall be the responsibility of Seller, and the second such period commencing immediately after the Closing Date and ending with the end of the taxable year of such Core Subsidiary, which period shall be the responsibility of the applicable Purchaser. If Seller has no objections to such returns or the resulting allocation of responsibility for Entity Level Taxes, or if Purchaser agrees to the changes proposed by Seller, such returns and the resulting allocation of responsibility for Entity Level Taxes (as so modified) shall be binding upon Seller. If Purchaser and Seller cannot resolve any other Pre-Closing disagreements with respect to the proposed returns and the resulting allocation of responsibility for Entity Level Taxes will be computed 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 amount 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 for are paid with respect to such periods (or if later, upon a resolution by the entire Straddle Period multiplied independent tax expert of any disagreement between Seller and Purchaser with respect thereto) an amount equal to the portion of the Entity Level Taxes required to be paid by a fraction, Seller pursuant to this Agreement which properly relate to the numerator portion of which is the number of days in the Straddle Period ending on the Closing Date (as agreed to between Seller and the denominator of which is the number of days Purchaser as set forth above, or in the entire Straddle Periodabsence of such agreement, as determined by the independent tax expert as set forth above). Not later than 30 calendar days prior Any refunds of Taxes received that properly relate to the due date portion of each the Straddle ReturnPeriod for which Seller is responsible for Taxes as provided in this Section 5.11(b) will be promptly paid to Seller, Buyers provided that no amounts shall deliver a copy of such Straddle Return be paid to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing portion of the Straddle Return with respect Period if such amounts have been taken into account in calculating the amount of Closing Net Assets or any Price Adjustment made pursuant to which such pre-Closing Taxes relatedthis Agreement.

Straddle Periods. With (a) Unless prohibited by applicable Law, 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 Tax is assessed with respect to any a taxable period which includes the Closing Date (but does not end on that day) (a “Straddle Return of the Acquired Companies covering Period”), then Taxes, if any, attributable to a Straddle Period, Buyers Period shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable allocated (i) to the pre-Closing portion of the Straddle Period (“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 related to income or receipts or imposed in connection with any transaction, the Taxes”, if any, shall be allocated based on a closing of the books method, provided that exemptions, allowances or deductions (other than deductions (or reduced deductions) that are based on attributable to increased (or related to income, gains or receipts will be computed (by an interim closing decreased) Tax basis of the booksassets transferred to the Company in the Restructuring Transactions) as if such taxable that are calculated on an annual basis shall be allocated between the period ended as of ending on the Closing Date and 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 be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period after the relevant Restructuring Transaction. For Straddle Period Taxes measured by the amount or level of any other Pre-Closing item (including such Taxes will be computed to be as are measured by the amount of capital or the value of intangibles), the amount of such Taxes for that are determined by multiplying (x) the entire Straddle Period multiplied amount or level of such items immediately prior to the Closing by (y) 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. Not later than 30 calendar days prior , shall be allocated to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Period, and the remaining amount shall be allocated to the Post-Closing Period. For all Straddle Period Taxes not described above, the amount of such Taxes that are determined by multiplying (A) the amount of such Taxes for the entire Straddle Periods with respect to an Acquired CompanyPeriod by (B) a fraction, but only to the extent numerator of Seller’s ultimate ownership interest which is the number of calendar days in the Acquired Company (as of Closing) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing portion of the Straddle Return with respect 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 which such prethe Pre-Closing Taxes relatedPeriod and the remaining amount shall be allocated to the Post-Closing Period. (b) For the avoidance of doubt, the parties hereto agree that neither party will make a ratable allocation election under U.S. Treasury Regulation Section 1.1502-76(b)(2)(ii) or any other similar provision of Law. In accordance with U.S. Treasury Regulation Section 1.1502-76 and any analogous provision of Law, any Tax related to an extraordinary transaction that occurs on the Closing Date after the Closing shall be allocated to the Post-Closing Period. In addition, the principles of the preceding sentence shall apply in the absence of an analogous provision of Law and in the case of Straddle Periods.

Straddle Periods. With respect to any Straddle Return For purposes of the Acquired Companies covering a Straddle Periodthis Agreement, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of any period that includes but does not end on the Closing Date (a “Straddle Period”), the amount of any Taxes allocable to the pre-Closing portion of the Straddle Period Company or its Subsidiaries not based upon or measured by income or gain, proceeds, receipts, activities, expenses (“e.g., payroll Taxes) or transactions for the Pre-Closing Taxes”) that are based on or related to income, gains or receipts Tax Period will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed deemed to be the amount of such Taxes Tax for the entire Straddle Period taxable period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period taxable period ending on the Closing Date and the denominator of which is the number of days in the entire such Straddle Period. Not later than 30 calendar days prior The amount of any other Taxes for a Straddle Period that relate to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to Tax Period will be determined based on an Acquired Company, but only to interim closing of the extent of Seller’s ultimate ownership interest in the Acquired Company (books as of Closingthe 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 which such Taxes relate income includable under Code Section 951 with respect to the period operations and activities of the Company’s foreign Subsidiaries for which the Taxes are due, and will pay such amounts Pre-Closing Tax Period included in the last Straddle Period beginning prior to Buyers no later than seven calendar days after the filing Closing Date shall be included in the portion of the Straddle Return Period ending on the Closing Date, even if such income is includable after the Closing Date. Notwithstanding anything else in this Section 10, the Purchaser and the Seller agree that payments made with respect to which Closing Indebtedness, Transaction Expenses and Transaction Bonuses, to the extent such prepayments give rise to Tax deductions, Tax losses and Tax credits or otherwise may offset taxable income or Tax under applicable law, shall, to the maximum extent permitted by applicable law, be considered to arise in the taxable period (or portion thereof) ending on the Closing Date and the provisions of this 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 Closing Date, or the portion of the Straddle Period beginning after the Closing Date, shall be for the benefit of the Buyer, even if attributable to a loss or other tax attribute arising in a Pre-Closing Taxes relatedTax Period, or the portion of a Straddle Period ending on the Closing Date.

Straddle Periods. With For a taxable period that begins on or before the Closing Date and ends after Closing Date (a “Straddle Period”), Buyer shall prepare or cause to be prepared, at Buyer’s expense, and timely file all Tax Returns for the 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 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 of (along with associated tax workpapers) relating to Straddle Period which shows a Tax owing allocable to a Pre-Closing Period to the Acquired Companies covering a Straddle Period, Buyers shall cause Seller for its review and comment at least thirty (30) days prior to the date on which such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items is required to be included therein. In filed (taking into account extensions) or, in the case of a Straddle PeriodReturn 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 Taxes allocable 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 pre-Closing portion 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 Straddle Period (“Pre-Closing Taxes”) that are based on or related Independent Auditor attributable to income, gains or receipts will such dispute shall be computed (borne equally by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed 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 Straddle Period ending on the Closing Date Seller and the denominator of which Buyer. If the Independent Auditor is unable to resolve the number of days in the entire Straddle Period. Not dispute no later than 30 calendar 3 days prior to the due filing date of each the Straddle ReturnReturn at issue (taking into account applicable extensions), Buyers then such Straddle Return shall deliver be filed as prepared by Buyer, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Buyer shall provide a copy of such Straddle Return Tax Returns to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days promptly after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedTax Returns.

Straddle Periods. With respect To the extent possible under applicable Legal Requirements, the parties shall take such actions as shall be necessary or appropriate to any Straddle Return cause the taxable year of the Acquired Companies covering a Company to end on the Closing Date. For all purposes under this Agreement, in the case of any Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case portion of a Straddle Period, any Taxes that are allocable to the pre-Closing portion of the Straddle Period ending at the end of the Closing Date shall be determined as follows: (“Pre-Closing Taxes”i) that are In the case of any Tax other than a Tax based on upon or related to income, gains sales, receipts, use, wages, capital expenditures, or receipts will be computed (by an interim closing expenses, the amount of Tax that is allocable to the portion of the books) as if such taxable period ended as of Straddle Period that ends on the Closing Date and any other Pre-Closing Taxes will shall be computed deemed to be the amount of such Taxes the Tax for the entire Straddle Period multiplied by a fraction, fraction the numerator of which is the number of days in the portion of the Straddle Period ending that ends on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. (ii) In the case of any Tax based upon or related to income, sales, receipts, use, wages, capital expenditures, or expenses, the amount of Tax that is allocable to the portion of the Straddle Period that ends on the Closing Date shall be deemed to equal the amount which would be payable if the relevant Tax period of the Company (and of any partnership or other pass-through entity in which the Company holds, directly or indirectly, an interest) had ended on the Closing Date, using the “closing of the books” method of accounting; provided, however, that all exemptions, allowances, or deductions for the entire Straddle Period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the two short periods in proportion to the number of days in each period. Not later than 30 calendar days Any credits relating to a Straddle Period shall be taken into account as though the relevant taxable period ended on the Closing Date. (iii) All Taxes in the form of interest or penalties that relate to Taxes for any Tax period ending on or prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 Closing Date (or 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedportion of any Tax period that begins on or before and ends after the Closing Date) shall be treated as occurring in such Tax period (or the pre-Closing portion of such Tax period) whether such items are incurred, accrued, assessed or similarly charged on, before, or after the Closing Date.

Straddle Periods. With respect to If, for purposes of a Crown Consolidated Return, a taxable period of any Straddle Return member of the Acquired Companies covering 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”), Buyers Crown shall cause such Straddle Return to be prepared and shall pay or cause to be included in 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 Return all Tax items required Periods shall be referred to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the as “Straddle Period (“Pre-Closing Taxes”) that are Returns.” The determination of Tax Liabilities up to and following the Effective Date shall be based on or related to income, gains or receipts will be computed (by upon an interim closing of the books) as if such taxable period ended books of the affected member or members of the Constar Group as of the Closing opening of the day following the Effective Date and any other Pre-Closing Taxes will be computed shall otherwise follow the principles of Section 3.3. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to be Constar a statement showing the amount owed by Constar within 20 days of such Taxes for the entire due date of any Straddle Period multiplied by a fraction, the numerator Return (determined without regard to applicable extensions). Constar shall pay to Crown its portion of which is the number of days in the Taxes determined under this Section 3.2 for Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later Returns to Crown no less than 30 calendar 10 days prior to the due date of each any Straddle Return, Buyers Period Return (determined without regard to applicable extensions). Interest shall deliver accrue at a copy rate of such Straddle Return 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 Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested Constar the excess of any payment made by Seller not later than seven calendar days prior Constar over the amount calculated following the principles of this Section 3.2 applied to the tax shown due date of such and payable on any Straddle ReturnPeriod Return as filed. Except for Post-Effective Date Taxes for which Buyers Crown shall be responsible pursuant prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar Constar 30 days after the filing of any Combined State Tax Return. Constar shall pay to Crown any amount owed under this Section 3.3 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Constar under this Section 3.2 no less than 5 days after Crown delivers the Straddle Return with respect to which such pre-Closing Taxes relatedFinal 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. With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period (“i) real, personal and intangible property Taxes ("Property Taxes") of the Purchased Entities for the Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of Tax Period shall equal the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Property Taxes for the entire such Straddle Period multiplied by a fraction, the numerator of which is the number of days in during the Straddle Period ending on that are in the Pre-Closing Date Tax Period and the denominator of which is the number of days in the entire Straddle Period; and (ii) the Taxes of the Purchased Entities (other than Property Taxes) for the Pre-Closing Tax Period shall be computed on a closing of the books method as of the close of business on the Closing Date. Not later The indemnity obligation under Section 6.02(a) in respect of Taxes for a Straddle Period shall be effected by Seller's payment to the Purchaser, or at the Purchaser's direction, to any of the Purchased Entities, of the excess of (i) such Taxes for the Pre-Closing Tax Period, over (ii) the amount of such Taxes paid by Seller or any of its Affiliates (other than 30 calendar days the Purchased Entities) at any time plus the amount of such Taxes paid by the Purchased Entities on or prior to the due date Closing Date and plus the amount, if any, accrued for Straddle Period Taxes reflected on the Statement prepared pursuant to Section 2.05(a) of each this Agreement to the extent such amount accrued for Straddle Return, Buyers Period Taxes has not previously been taken into account in reducing any other indemnity payment under this Section 6.02(b). Such excess shall deliver a copy of such Straddle Return to Seller for its review, and Buyers shall make all reasonable changes to such Straddle Return requested by Seller not be paid no later than seven calendar days 15 Business Days prior to the due date of such Straddle Return. Except for Post-Effective Date Taxes for on which Buyers shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to which such Taxes relate Tax Return with respect to the period final liability for which such Taxes is required to be filed. If the amount of such Taxes are duepaid 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 exceeds the amount payable pursuant to the preceding sentence, and will the Purchaser shall pay to Seller the amount of such amounts to Buyers no later than seven calendar days excess within 15 Business Days after the filing of the Straddle Tax Return with respect to which the final liability for such pre-Closing Taxes relatedis required to be filed. The payments to be made pursuant to this Section 6.02(b) with respect to a Straddle Period shall be appropriately adjusted to reflect any Final Determination with respect to Straddle Period Taxes.

Straddle Periods. With respect Whenever it is necessary to any determine the liability for Taxes for a Straddle Return Period relating to: (a) Periodic Taxes of the Acquired Companies covering a Straddle PeriodCompany Group, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case determination of a Straddle Period, any the Taxes allocable to of the pre-Closing Company Group for the portion of the Straddle Period (“Pre-Closing Taxes”) that are based ending on or related to incomeand including, gains or receipts will be computed (by an interim closing and the portion of the books) as if such taxable period ended as of Straddle Period beginning and ending after, the Closing Date shall be calculated by allocating to the periods before and any other Pre-after the Closing Taxes will be computed to be Date pro rata, based on the amount number of such Taxes for days of the entire Straddle Period multiplied by a fractionin the period before and ending on the Closing Date, on the numerator of which is one hand, and the number of days in the Straddle Period in the period after the Closing Date, on the other hand; and (b) Taxes of the Company Group not described in Section 7.2(a) (such as (A) Taxes based on the income or receipts of the Owners for a Straddle Period, (B) Taxes imposed in connection with any sale or other transfer or assignment of property (including all sales and use Taxes) for a Straddle Period, other than Transfer Taxes described in Section 7.5, and (C) withholding and employment Taxes relating to a Straddle Period), the determination of the Taxes of the Owners for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning and ending after, the Closing Date shall be calculated by assuming that the Straddle Period consisted of two (2) taxable periods, one which ended at the close of the Closing Date and the denominator other which began at the beginning of which is the number day following the Closing Date and items of days in income, gain, deduction, loss or credit of the entire Company Group for the Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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 Period shall be responsible pursuant to Section 11.1(d)allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company Group were closed at the close of the Closing Date (and for such purpose, Seller the taxable period of any partnership or other pass-through entity in which the Company Group holds a beneficial interest shall be responsible deemed to terminate at such time). 1 Note to Draft: In connection with providing reviewed financial statements and an attestation, the Owners need to have the Company’s accountants prepare the 2021 income tax returns and the final short-year 2022 income tax returns. If the Company’s accountants do not prepare these tax returns, they cannot provide the attestation for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the 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 will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which such pre-Closing Taxes relatedfinancial statements.

Straddle Periods. With respect to any For purposes of this Agreement, Income Taxes shown on a Tax Return for a Straddle Return Period prepared consistent with past tax practice and accounting methods shall be allocated between the Pre- and Post-Closing Straddle Periods on the basis of the Acquired Companies covering a Straddle actual Taxable income for each such Period, Buyers shall cause such Straddle Return to be prepared and shall cause to be included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Taxes allocable to the pre-Closing portion of the Straddle Period determined by (“Pre-Closing Taxes”i) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as books at the close of the Closing Date (or such other allocation method as the Parties may agree to in writing), and any other Pre-Closing Taxes will be computed (ii) as to be each Straddle Period, treating each member of the amount of such Taxes combined group that is includable in a Combined Income Tax Return for the entire Straddle Period multiplied as included in such Combined Income Tax Return, and by a fraction, treating any member of the numerator of which combined group that is not includable in such Combined Income Tax Return for the number of days in the entire Straddle Period ending as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the Purchaser and Sellers regarding the amount of Taxes allocated to the Pre-Closing Straddle Period shall be resolved in accordance with the principles of Section 10.6(e) of this Agreement. Sellers shall pay to Purchaser the excess of any amount allocated (based upon the undisputed amount of Tax shown on each executed Income Tax Return for a Straddle Period) to the Pre-Closing Straddle Period over the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date; or Purchaser shall pay to Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and the denominator of which is the number of days Post-Closing Straddle Periods (i) in the entire Straddle Periodcase 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. Not Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount due under this Section 10.2(d) upon the later than 30 calendar of (i) five days prior to before the due filing date of each the Tax Return for a Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only to the extent of Seller’s ultimate ownership interest in the Acquired Company (as of Closing) to Period upon which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar payment is based or (ii) ten days after receipt by the filing Seller of the Straddle executed Tax Return with respect to upon which such pre-Closing Taxes relatedpayment is based.

Straddle Periods. With 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 (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Seller. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Seller, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed each Tax Return required to be filed with respect to an Acquired Company for a Straddle Period. Pursuant to Article 10, but without limiting any of Purchaser’s rights under Article 10, Purchaser may recover from the Indemnity Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to the extent not accounted for in the determination of the 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 this Section 7.02 and Section 10.02(e), the portion of United Kingdom corporation tax that relates to the portion of any Straddle Period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date (such amount being referred to as the “Straddle Period Pre-Closing UK Corporation Tax Amount”). In the event that the Acquired Companies make any payments prior to Closing to HM Revenue and Customs in respect of United Kingdom corporation tax of the Acquired Companies covering where such tax is referable in whole or part to a Straddle Period, Buyers shall cause Period then to the extent that such payments are referable to a Straddle Period (such payments being referred to as “Straddle Period UK Corporation Tax Payments”) and Purchaser (acting in good faith) determines that the aggregate of such Straddle Return Period UK Corporation Tax Payments exceeds the aggregate Straddle Period Pre-Closing UK Corporation Tax Amount of the Acquired Companies, Purchaser shall pay Seller an amount equal to be prepared and shall cause the excess. Without duplication, to be included in such Straddle Return all Tax items required to be included therein. In the case extent that Purchaser actually receives, within twenty-four months after the Closing Date, a refund from the relevant Governmental Authority of a Straddle Period, any Taxes of the Acquired Companies allocable to the Pre-Closing Tax Period or the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related which Taxes were paid by the Acquired Companies prior to incomethe Closing, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed to be Purchaser shall pay the amount of such Taxes 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 entire Straddle Period multiplied by a fraction, determination of the numerator Aggregate Consideration. For the avoidance of which is the number of days doubt in calculating the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller 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), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the relevant Acquired Company, of any Pre-Closing Taxes for Straddle Periods with respect to an Acquired Company, but only UK Corporation Tax Amount any group relief that would be available to the extent of Seller’s ultimate ownership interest Acquired Companies in the Acquired Company (as of Closing) to which such Taxes relate with respect to the period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of the Straddle Return with respect to which Period shall be taken so long as Purchaser determines that such pre-Closing Taxes relatedgroup relief would not have any adverse effect on Purchaser or its Affiliates.