Common use of Straddle Periods Clause in Contracts

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company Sellers or any of its the Transferred Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (iA) based upon or related to income or receipts, or (iiB) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on at the Closing DateEffective Time; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company Sellers or its the Transferred Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on at the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on at the Closing Date Effective Time on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on at the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 6.3(g) shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity taxing authorities to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing DateEffective Time.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the any Genesis Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the any Genesis Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its SubsidiariesGenesis Companies. The Parties parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes Unless otherwise agreed by the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of this Agreementthe Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, in such that the case of any Taxes of Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that are payable with respect to any begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that constitutes are attributable to the Pre-Closing Taxes shall: Tax Period shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible)) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; Date and (b) in the case of Taxes (other than those described in clause (a) aboveor refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) ), multiplied by a fraction 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. For purposes of clause (a) of the preceding sentence, any Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times 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. All determinations necessary In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 8.5 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business such items on the Closing Date.

Straddle Periods. For purposes of this Agreement, in In the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any a Straddle Period, the portion of any such Taxes Tax that constitutes Pre-is allocable to the portion of the taxable period ending on the Closing Taxes shallDate shall be: (a) in the case of Taxes that are either (ix) based upon or related to income or receipts, receipts or (iiy) imposed in connection with any sale, transfer sale or assignment or any deemed sale, other transfer or assignment of property (real or personal, tangible or intangible) (other than conveyances pursuant to this Agreement, as provided under Section 7.06), be deemed equal to the amount that which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the Tax year or taxable period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its the Company Subsidiaries (excluding Taxes related solely to personal property), or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) ), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause ; and (ac) of the preceding sentence, any exemption, deduction, Any credit or other item (including the effect refund resulting from an overpayment of any graduated rates of Tax) that is calculated on an annual basis Taxes for a Straddle Period shall be allocated prorated based upon the method employed in this paragraph (c) taking into account the type of Tax to which the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodrefund relates. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past prior practice of the Company and its or the Company Subsidiaries, as applicable. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.Section 7.02

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of with respect to the Company or any of its Subsidiaries Purchased Assets and Assumed Liabilities that are payable with respect to any Straddle Periodtax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries Purchased Assets or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 7.05 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before or on and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible)) including withholding Taxes, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; provided that Buyer shall pay the amount of any such other Taxes that are incurred solely as a result of any transactions relating to the Company and its Subsidiaries undertaken subsequent to the Closing Date that are not in the ordinary course of business and inconsistent with past practice. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins on or before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 9.8(f) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties willCompany, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Dateapplicable.

Straddle Periods. For purposes The Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of this Agreementthe Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, in the case of any Taxes of such that the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that are payable with respect to any begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that constitutes Pre-Closing Taxes shall: shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, receipts or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; Date and (b) in the case of Taxes (or refunds or credits of such Taxes) (other than those described in clause (a) aboveSection 8.4(a)) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) ), multiplied by a fraction 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. For purposes of clause (a) of the preceding sentence, any Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times 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. All determinations necessary In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 8.5 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business such items on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company Target or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-for taxable periods or portions thereof ending on or before the Closing Taxes Date shall: (a) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company Target or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.3 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company Target and its Subsidiaries. The Parties parties hereto will, to the extent permitted by applicable Applicable Law, elect with the relevant Governmental Entity Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the day prior to the Closing Date. With respect to Tax Returns that are required to be filed by or with respect to the Target or any of its Subsidiaries for Straddle Periods (“Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice. Parent shall notify the Target Stockholder Representative of amounts due from the Target Stockholders, if any, in respect of any Straddle Return no later than ten (10) Business Days prior to the date on which such Straddle Return is due, and, upon such notice, the Target Stockholder Representative shall direct the Escrow Agent to remit such payment to the extent of any remaining portion of the Escrow Amount to Parent and, if no such portion thereof shall remain, each Target Stockholder shall pay, its pro rata (based on the Total Merger Consideration received by the Target Stockholders) portion of any amounts due no later than five (5) Business Days prior to the date such Straddle Return is due. Parent shall deliver any Straddle Return to the Target Stockholder Representative for its review at least thirty (30) days prior to the date on which such Tax Return is required to be filed. If the Target Stockholder Representative disputes any item on such Tax Return, the Target Stockholder Representative shall notify Parent of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by the Target Stockholders and Parent. Neither Parent nor any of its Affiliates shall (or cause or permit the Surviving Corporation or any of its Subsidiaries to) amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Target or any of its Subsidiaries with respect to any taxable periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the written consent of the Target Stockholder Representative, which consent may be withheld in the sole discretion of the Target Stockholder Representative.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes taxes of the Company or any Company Subsidiary in respect of its Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing DateDate (or, if such Tax is not paid on a periodic basis (e.g., sales Taxes) under the closing of the books method); and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries any Company Subsidiary or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiarieseach Company Subsidiary. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date, unless such election, in the reasonable discretion of either party, has an adverse impact, other than a de minimis one, on the Company, any Company Subsidiary or either party hereto.

Straddle Periods. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Acquired Company that is attributable to any Straddle Period will be apportioned between the portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period in accordance with this Section 5.7(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (1) in the case of any Tax other than Income Taxes, sales or use Taxes, value-added Taxes, employment Taxes or similar withholding Taxes, be deemed to be the amount of such Tax for the Company or any entire Taxable period multiplied by a fraction, the numerator of its Subsidiaries that are payable with respect to any which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: and (a2) in the case of any Income Taxes, sales or use Taxes, value-added Taxes, employment Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible)withholding Taxes, be deemed equal to the amount that would be payable if the Tax year or period Straddle Period ended on and included the Closing Date; . To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and (b) in the case of Taxes (a Tax measured by net worth or some other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or not otherwise measured by income, on the level of any itemother hand, be deemed to be the amount portion of such Taxes Tax related to the Pre-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax Liability for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Datedetermined.

Straddle Periods. For purposes of this Agreement, in the case of any whenever it is necessary to allocate Taxes of the Company or any of its Subsidiaries that are payable with respect for a Straddle Period between periods prior to any Straddle PeriodClosing and after Closing, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with the amount of any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal such Taxes allocable to the amount that would be payable if portion of the Tax year or taxable period ended ending on the Closing DateDate shall be determined based on an actual closing of the books as of the close of business on the Closing Date (and for such purpose, the tax period of any partnership or other pass-through entity in which the relevant member of the Transferred Group holds a beneficial interest shall be deemed to terminate at such time); and (bii) in the case of Taxes (other than those Taxes described in clause (a) above) that are imposed on a periodic basis with respect i), the amount of such Taxes allocable to the business or assets portion of the Company or its Subsidiaries or otherwise measured by taxable period ending on the level Closing Date shall be the product of any item, be deemed to be (x) the amount of such Taxes for the entire Straddle Period period and (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax periody) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending with on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes In the case of clause (a) of the preceding sentencei), any exemptionexemptions, deduction, credit allowances or other item (including the effect of any graduated rates of Tax) deductions that is are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date were the last day of the Straddle Period) shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in between the portion of the Straddle Period ending on the Closing Date and the denominator portion of which is the Straddle Period thereafter in proportion to the number of calendar days in the entire Straddle Periodeach such portion. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties will, to To the extent permitted by under applicable Law, elect with the relevant Governmental Entity parties shall take all actions reasonably necessary to treat a portion of any Straddle Period as a short terminate the taxable period ending as year of the close of business Transferred Group members on the Closing Date. Any Taxes arising as a result of an inclusion under Section 951(a) of the Code (or any analogous provisions of state or local income Tax Law), with respect to any member of the Transferred Group for which a Section 338(g) Election is not made attributable to (A) "subpart F income," within the meaning of Section 952(a) of the Code (or any analogous provisions of state or local income Tax Law), or (B) the holding of “United States property,” within the meaning of Section 956 of the Code (or any analogous provisions of state or local income Tax Law), shall be treated as attributable to a Pre-Closing Tax Period to the extent such Taxes would otherwise be attributable to such period if the taxable year of such member of the Transferred Group ended on the Closing Date and such member of the Transferred Group were no longer a “controlled foreign corporation,” as defined in Section 957 of the Code, immediately after the Closing Date (and without regard to the 30-day ownership requirement specified in Section 951(a)(1) of the Code). Notwithstanding anything in this Agreement to the contrary, for all purposes of this Agreement, any Taxes resulting from (i) any action (other than an election) taken by the Buyer Indemnified Parties outside the ordinary course of business of the Transferred Group members undertaken on the Closing Date after the Closing, or (ii) any election relating to Taxes made by Buyer with respect to a Transferred Group member (other than a Section 338 Election (except for an Unpermitted Section 338(g) Election)) shall, in each case, be allocated to the period, or the portion thereof, beginning on the first day after the Closing Date. For the avoidance of doubt, notwithstanding anything to the contrary contained herein (including the immediately preceding sentence), the Seller shall not be liable for any collateral or indirect Tax consequences to the Buyer or its Affiliates for any period (or portion thereof) commencing after the Closing Date as a result of the Section 338 Elections, such as Taxes or other Losses incurred by any Buyer Indemnified Party resulting from a loss in tax basis or other tax attributes, or Losses or Taxes of a similar nature, resulting from the Section 338 Elections.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company Seller or any of its Purchased Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing 94 Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company Seller or its Purchased Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 10.2 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business such items on the Closing Date.

Straddle Periods. For purposes With respect to any Straddle Period of this Agreementthe Company and its Subsidiaries, the Taxes of the Company or its Subsidiaries allocable to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date will be determined in the following manner: (i) in the case of any Taxes 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, by assuming that the Straddle Period consisted of two taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit of the Company or any of its Subsidiaries for the Straddle Period will be allocated between such two taxable years or periods on a “closing of the books basis” by assuming that the books of the Company were closed at the close of the Closing Date; provided that, exemptions, allowances or deductions that are payable with respect to any Straddle Periodcalculated on an annual basis, such as the portion of any deduction for depreciation, will be apportioned between such Taxes that constitutes Pre-Closing Taxes shall: two taxable years or periods on a daily basis; and (aii) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those not described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, such Taxes will be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) period multiplied by a fraction the numerator of which is either the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date or the number of calendar days in the Straddle Period beginning the day after the Closing Date, as the case may be, and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of payable by the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 8.05 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business such items on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: shall (a) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; , and (b) in the case of Taxes (other than those described in clause (a) aboveSection 7.7) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) ), multiplied by a fraction 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. For purposes of clause (a) of the preceding sentencethis Section 7.7, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times 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. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.7 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 10.07 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business such items on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income income, receipts or receiptspayments, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 5.10(c) shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business such items on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 6.5 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Lockbox Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Lockbox Taxes shall: shall (a) in the case of Taxes that are either (i) based upon or related to income or receipts, receipts or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; Lockbox Date and (b) in the case of Taxes (other than those described in clause (a) aboveSection 8.5(a)) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) ), multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Lockbox Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentencesection, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Lockbox Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Lockbox Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this clause (b) of this Section 8.5 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business such items on the Closing Lockbox Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries RTMAC that are payable with respect to any Straddle Periodtax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries RTMAC or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 7.05 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. (a) For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Operating Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Operating Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 13.10(c) shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Body to treat a 100 portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Tax period that begins on or before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) in the case of Taxes that are either (i) based upon or related to to, income, receipts, payroll or other items of operating income or receiptsexpense, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ba) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total QB\136339.00047\18274478.12 amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt), intangibles or other property, any amount thereof required to give effect be allocated under this Section 13.5 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes Pre-allocable to the portion of such Straddle Period ending on the Closing Taxes Date shall: (ai) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of other than property (real or personal, tangible or intangible)Taxes, be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any itemproperty Taxes, be deemed to be the amount of such Taxes for the entire Straddle Period period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodperiod. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times such period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period such period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodperiod. All determinations necessary to give effect Notwithstanding the foregoing, any Tax incurred in connection with the Reorganization Transactions (including, for the avoidance of doubt, any Tax incurred in connection with the Distribution of OpCo) shall be allocated to the foregoing allocations shall be made in a manner consistent with past practice portion of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any taxable year or period that begins on or before and ends after the Closing Date (a “Straddle Period”), the amount of (i) any Income Taxes, sales Taxes, or other transaction-based Taxes of the Company Foreign Subsidiaries or any attributable to the ownership or operation of its Subsidiaries that are payable with respect the Purchased Assets or the Business, as applicable, allocable to any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), Taxable Period shall be deemed equal to the amount that would be payable computed as if the Tax such taxable year or period (and the taxable year or period of any entity in which the Sellers or the Foreign Subsidiaries, as applicable, owns a direct or indirect interest) ended as of the close of business on the Closing Date; , and (bii) in any other Taxes of the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect Foreign Subsidiaries or attributable to the business ownership or assets operation of the Company Purchased Assets or its Subsidiaries or otherwise measured by the level of any itemBusiness, as applicable, for a Straddle Period allocable to the Pre-Closing Taxable Period shall be deemed equal to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period taxable period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire such Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date Date, and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.7(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Company Sellers and its Subsidiariesthe Foreign Subsidiaries to the extent permitted by applicable Law. The Buyers and the Seller Parties willshall, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any a Straddle Period, the portion of any such Taxes that constitutes Pre-for periods or portions thereof ending on or before the Closing Taxes shall: Date shall (a) in the case of Taxes that are either (i) based upon or related to income or receipts, receipts or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; Date and (b) in the case of Taxes (other than those described in clause (a) aboveSection 8.4(a)) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) ), multiplied by a fraction 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. For purposes of clause (a) of the preceding sentencesection, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times 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. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.4 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its SubsidiariesCompany. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant United States Governmental Entity Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in (i) In the case of any Taxes of the Company Plymouth USA or any of its Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes Tax that constitutes Pre-is allocable to the portion of the period ending on the Closing Taxes shallDate shall be: (a1) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business (such as real or assets of the Company or its Subsidiaries or otherwise measured by the level of any itempersonal property Taxes), be deemed to be (x) the amount of such Taxes for the entire Straddle Period period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) or as determined pursuant to the second to the last sentence of this paragraph in the case of Taxes based upon or measured by capital (including net worth or long-term debt) or intangibles, multiplied by (y) a fraction fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period, and (2) in the case of Taxes not described in (1) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date. For purposes of clause (a2) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 7.4(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company Plymouth USA and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Companies or the Operating Company or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of Companies or the Operating Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 13.10(c) shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Body to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company RTMRG or any of its Subsidiaries that are payable with respect to any Straddle Periodtax period that begins before and ends after the Closing Date (a "STRADDLE PERIOD"), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company RTMRG or any of its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to give effect be allocated under this Section 8.05 shall be computed by reference to the foregoing allocations shall be made in a manner consistent with past practice level of such items on the Company and its SubsidiariesClosing Date. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in In the case of any Taxes of the Company Acquired Companies, the Purchased Assets or any of its Subsidiaries the Business that are payable with respect to any Tax period beginning before the Closing Date and ending after the Closing Date (each a “Straddle Period”), the portion of any such Taxes that constitutes Preattributable to the pre-Closing Taxes portion of such Straddle Period shall: (ai) in the case of Taxes that are either (iA) based upon or related to income or receipts, receipts or (iiB) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business Acquired Companies, the Purchased Assets or assets of the Company or its Subsidiaries Business, or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction 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. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Company and its SubsidiariesAcquired Companies. The In the case of Tax Returns to be filed with respect to a Straddle Period, the Buyer Parties willshall, to the extent permitted except as otherwise required by applicable Law, elect prepare such Tax Returns in a manner consistent with past practice, and timely file such Tax Returns with the relevant Governmental Entity applicable Taxing Authority, provided that, with respect to treat a portion of any Tax Returns addressed by this Section 6.13(c) that includes Pre-Closing Taxes, Buyer Parties shall deliver any such Tax Return to the Stockholder for its review at least thirty (30) days prior to the date such Tax Return is required to be filed (including extensions) and the Buyer Parties shall consider in good faith comments provided by Stockholder with respect thereto. The Stockholder shall promptly pay to the Buyer Parties all Pre-Closing Taxes shown on any Straddle Period Tax Return filed pursuant to this Section 6.13(c), except to the extent such Taxes are accrued for or counted as a short taxable period ending as liability in the calculation of the close of business on the Closing DateNet Proceeds as is finally determined in accordance with Section 2.03 hereof.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of any member of the Company or any of its Subsidiaries Group that are payable with respect to any taxable period that begins before or on and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: shall (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, purchase, transfer or assignment or any deemed sale, purchase, transfer or assignment of property (real or personal, tangible or intangible)) including withholding Taxes, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; provided that Buyer shall pay the amount of Taxes of any member of the Company Group that are incurred solely as a result of any transactions relating to the Company and its Subsidiaries undertaken subsequent to the Closing Date that are not in the ordinary course of business and are not contemplated by this Agreement and which are properly allocable (based on, among other relevant factors, factors set forth in Treas. Reg. § 1.1502-76(b)(1)(ii)(B)) to the portion of the Closing Date after the Closing. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries Acquired Companies that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 10.5 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its SubsidiariesAcquired Companies. The Parties parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity Taxing Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. No election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate income to the pre-Closing portion of the Straddle Period shall be made.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company Target or any of its Subsidiaries that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-for taxable periods or portions thereof ending on or before the Closing Taxes Date shall: (ai) in the case of Taxes that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (bii) in the case of Taxes (other than those described in clause (ai) above) that are imposed on a periodic basis with respect to the business or assets of the Company Target or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (ai) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this § 10(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company Target and its Subsidiaries. The Parties parties hereto will, to the extent permitted by applicable Lawlaw, elect with the relevant Governmental Entity Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the day prior to the Closing Date. With respect to Tax Returns that are required to be filed by or with respect to the Target or any of its Subsidiaries for Straddle Periods (“Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice. Parent shall notify the Target Stockholder Representative of amounts due from the Target Stockholders, if any, in respect of any Straddle Return no later than ten (10) Business Days prior to the date on which such Straddle Return is due, and, upon such notice, the Target Stockholder Representative shall direct the Escrow Agent to remit such payment to the extent of any remaining portion of the Escrow Amount for Indemnification to Parent. Parent shall deliver any Straddle Return to the Target Stockholder Representative for its review at least thirty (30) days prior to the date on which such Tax Return is required to be filed. If the Target Stockholder Representative disputes any item on such Tax Return, the Target Stockholder Representative shall notify Parent of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne by: (x) Parent in the event that the Independent Accounting Firm agrees with the Target Stockholder Representative’s claim as to the disputed item (or items) or (y) by the Target Stockholders in the event that the Independent Accounting Firm agrees with Parent’s claim as to the disputed item (or items) or (z) fifty percent (50%) by the Target Stockholders and fifty percent (50%) by Parent if the Independent Accounting Firm determines that the disputed item (or items) should be another amount. Any amounts payable by the Target Stockholders shall be paid from the Escrow Account for Indemnification. Neither Parent nor any of its Affiliates shall (or cause or permit the Surviving Corporation or any of its Subsidiaries to) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Target or any of its Subsidiaries with respect to any taxable periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the written consent of the Target Stockholder Representative, which consent may be withheld in the sole discretion of the Target Stockholder Representative.

Straddle Periods. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries Group Companies that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) in the case of Taxes that are either (i) based upon or related to income or income, receipts, profits, wages, capital or net worth, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), or (iii) required to be withheld, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets of the Company or its Subsidiaries Group Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing DateGroup Companies.