Common use of Straddle Period Taxes Clause in Contracts

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of sales, use and other similar Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Date.

Straddle Period Taxes. Buyer shall Seller shall, at its own expense, prepare or cause to be prepared and timely file or cause to be filed any all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Cut-Off Time and ends after the Cut-Off Time and (ii) on the owner of all other than any Tax Return based upon or related to income or receipts with respect to the CIT Bank Purchased Assets for any taxable periods which begin period that begins before the Closing Date and end ends after the Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Cut-Off Time or the Closing Date, as appropriate. Such Tax Returns Buyers shall be prepared liable for and shall indemnify Seller, its Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Cut-Off Time for the Transferred Loans and after the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Seller shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Cut-Off Time for the Transferred Loans and ending on or caused before the Closing Date for all other CIT Bank Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be prepared taken into account as though the relevant Straddle Period ended at the Cut-Off Time or on the Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Buyer. Buyer shall submit drafts Seller at least ten (10) Business Days prior to the due date of such Tax Returns Return (taking valid extensions into account). Buyers will pay to Seller, within two (2) Business Days after the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that filing of any such Tax Returns are required to be filed with the appropriate Governmental AuthorityReturn by Seller, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Straddle Period Taxes shown reflected on a such Tax Return approved by the Sellers for which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers Buyers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed6.11. For purposes the avoidance of this Section 7.2(b)doubt, in the case of sales, use and other similar Straddle Period Taxes that are payable for a Straddle Period, the portion of such Tax that relates do not include any Taxes owed by an Obligor with respect to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Datereal property securing any Transferred Loan.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any of the Company and its Subsidiaries for Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle PeriodTax Returns”). Such Buyer shall permit the Seller to review and comment on each such Tax Return prior to filing. Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to any period or portion of a period ending on or before the Closing Date, shall be referred to herein as “Pre-Closing Taxes.” Buyer will provide the Seller with copies of any Straddle Tax Returns shall be prepared for the Seller’s reasonable review and comment, at least 30 days (or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayedother time as is reasonable) no later than twenty (20) days prior to the due date thereof (giving effect to any extensions thereto), accompanied by a statement (the “Straddle Statement”) setting forth and calculating in reasonable detail the Taxes that such relate to the Pre-Closing Taxes. If the Seller agrees with the Straddle Tax Returns are required and Straddle Statement, the Seller shall pay to be filed with Buyer, not later than 5 Business Days before the appropriate Governmental Authority, including extensions. In due date for the event that the Sellers and Buyer cannot reach agreement payment of Taxes with respect to any items shown on such Straddle Tax ReturnsReturn, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion Pre-Closing Taxes as shown on the Straddle Statement, but only to the extent such Taxes are not reflected as a liability on the Final Closing Statement. If, within 10 days after the receipt of the Taxes shown on a Straddle Tax Return approved and Straddle Statement, the Seller (a) notify Buyer that they dispute the manner of preparation of the Straddle Tax Return or the Pre-Closing Taxes calculated in the Straddle Statement and (b) provide Buyer with a statement setting forth in reasonable detail their computation of the Pre-Closing Taxes and their proposed form of the Straddle Tax Return and Straddle Statement, then Buyer and the Seller shall attempt to resolve their disagreement within 5 days following the Seller’s notification of Buyer of such disagreement. If Buyer and the Seller are not able to resolve their disagreement, the dispute shall be submitted to the Firm. The Firm will resolve the disagreement within 5 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Firm shall be binding on the parties. The cost of the services of the Firm will be borne by the Sellers party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Firm. If each of the party’s calculation differs equally from the calculation as finally determined by the Firm, then such cost will be borne half by the Seller and half by Buyer. If the Pre-Closing Taxes involve a period which relates to begins before and ends after the portion Closing Date, such Pre-Closing Taxes shall be calculated as though the taxable year of such Straddle Period ending the Company and its Subsidiaries terminated as of the close of business on the Closing Date promptly upon receiving notice from Buyer Date; provided however that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of salesa Tax not based on income, use and other receipts, proceeds, profits or similar items, Pre-Closing Taxes that are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if of Tax for the relevant taxable period ended on and included multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through the Closing DateDate and the denominator of which shall be the number of days in the taxable period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Straddle Period Taxes. Buyer shall prepare or cause With respect to be prepared and file or cause to be filed any Tax Returns other than any Taxes that are reported on a Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin covering a period commencing before the Closing Date and end after the Closing Date ending thereafter (a “Straddle Period”). Such Tax Returns , (i) in the case of any real or personal property taxes (or other similar Taxes) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of prorated between Purchaser and Seller on a per diem basis, and any such Tax Returns Taxes attributable to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns Subsidiaries shall be borne equally by included in the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown Final Subsidiary Closing Balance Sheet on a Tax Return approved by per diem basis and (ii) in the Sellers which relates to the portion case of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period ending ended on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b)and, in the case of saleseach Subsidiary, use and other similar Taxes shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances or deductions that are payable for a Straddle Periodcalculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the portion of such Tax that relates to Closing, shall be allocated between the portion of such taxable period ending on the Closing Date shall be deemed equal and the period after the Closing Date in proportion to the amount that would be payable if number of days in each period (the relevant taxable Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period ended on prescribed by law and included shall timely pay such Straddle Period Tax. To the Closing Dateextent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed In the case of any Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before the Closing Date and period that includes (but does not end after on) the Closing Date (a “"Straddle Period”"). Such Tax Returns shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts , for the purposes of such Tax Returns to determining the Sellers liability of Seller under Section 5.3(f) for approval by Taxes of the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers Company and Buyer cannot reach agreement with each of its Subsidiaries in respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to of the portion of the Taxes shown on a Tax Return approved by the Sellers which relates Straddle Period beginning prior to the portion of such Straddle Period Closing Date and ending on the Closing Date promptly upon receiving notice from Buyer (the "Straddle Indemnification Period"), the Taxes of the Company and each of its Subsidiaries (other than Duties imposed in connection with the sale of the Shares or otherwise in connection with this Agreement with the exception of any Duties arising in connection with or as a consequence of the Company Restructuring) shall be computed as if the period ended as of the Closing Date and, for this purpose, the Taxes referable to such a period will include any Tax referable to that the Sellers are liable under this Section 7.2(b) for such Taxes but period pursuant to a Tax Law that arises in no respect of or by virtue of an act, transaction or event later than five (5) Business Days before that occurred on or prior to Closing even though the Tax Return reflecting such liability is may not become due or payable until after Closing. For any Straddle Period of Company or any of its Subsidiaries, Buyer shall (and Peabody shall cause Buyer to) timely prepare and file with the appropriate Taxing Authorities all Tax Returns required to be filedfiled and shall pay all Taxes due with respect to such Tax Returns; provided, that no such Tax Return shall be filed without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). For purposes of this Section 7.2(b), in the case of sales, use Buyer and other similar Taxes that are payable Seller agree to cause each Company to file all Tax Returns for a any Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending extent permissible under applicable Law, on the Closing Date shall be deemed equal to the amount basis that would be payable if the relevant taxable period ended on and included as of the Closing Date, unless the relevant Taxing Authority will not accept a Tax Return filed on that basis. If Peabody, Buyer and Seller cannot agree on a position taken in respect of a Straddle Period Tax Return within 30 days of the Buyer providing a copy of the relevant Tax Return to the Seller, or within such further time as may be agreed between them, then Buyer may refer the matter to an Expert to request that the Expert make a decision on the disagreement as soon as practicable after receiving any submission from the Buyer and Seller. The decision of Expert is to be conclusive and binding on the parties in the absence of manifest error. The Expert is appointed as an expert and not arbitrator. The procedures for determination are to be decided by the Expert in its absolute discretion. Unless the Expert makes a determination regarding costs, the Buyer and Seller each agree to pay one half of the Expert's costs and expenses in connection with the reference.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed In the case of any Tax Returns other than Straddle Period, the amount of any Tax Return Taxes of the Company Entities based upon or related to measured by net income or receipts with respect gain which relate to the Purchased Assets for taxable periods which begin before Pre-Locked Box Tax Period will be determined based on an interim closing of the Closing Date and end after books as of the Closing close of business on the Locked Box Date (and for such purpose, the taxable period of any “controlled foreign corporation” (within the meaning of Section 957 of the Code), “passive foreign investment company” (within the meaning of Section 1297 of the Code), or partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a “Straddle Period”beneficial interest will be deemed to terminate at such time). Such Tax Returns ; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to allocated between the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that Locked Box Date, on the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before one hand, and the Tax Return reflecting such liability is required to be filed. For purposes portion of this Section 7.2(b)the Straddle Period beginning after the Locked Box Date, on the other hand, in proportion to the case number of sales, use days in such Straddle Period included in the portion ending on the Locked Box Date and the number of days in such Straddle Period included in the portion beginning after the Locked Box Date. The amount of Taxes of the Company Entities other similar than Taxes that are payable based upon or measured by net income or gain for a Straddle PeriodPeriod which relate to the Pre-Locked Box Tax Period will be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the portion of such Tax that relates to the portion of such taxable period ending on the Closing Locked Box Date shall be deemed equal to and the amount that would be payable if denominator of which is the relevant taxable period ended on and included the Closing Datenumber of days in such Straddle Period.

Straddle Period Taxes. Buyer shall prepare To the extent permissible under applicable Laws, the Parties agree to elect (and have the Company and each Operating Subsidiary elect) to have each Tax year of the Company and each Operating Subsidiary to end on the Closing Date and, if such election is not permitted or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts required in a jurisdiction with respect to a specific Tax such that the Purchased Assets Company or any Operating Subsidiary is required to file a Tax Return for taxable periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared or caused , to be prepared by Buyer. Buyer shall submit drafts utilize the following conventions for determining the amount of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal Taxes attributable to the portion of the Straddle Period ending on the Closing Date: (i) in the case of property Taxes shown and other similar Taxes imposed on a Tax Return approved by periodic basis, the Sellers which relates amount attributable to the portion of such the Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that shall equal the Sellers are liable under this Section 7.2(bTaxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period; and (ii) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of salesall other Taxes (including income Taxes, use and other similar Taxes that are payable for a Straddle Periodsales Taxes, employment Taxes, withholding Taxes, etc.), the portion of such Tax that relates amount attributable to the portion of such taxable period the Straddle Period ending on the Closing Date shall be deemed equal determined as if the Company or Operating Subsidiary filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending on and as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of clause (ii), (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the amount that would portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period ending on the Closing Date as compared to the number of days in the entire Straddle Period; and (B) any item (or Tax) resulting from a Parent Closing Date Transaction shall be payable if attributed to the relevant taxable period ended on and included portion of the Straddle Period beginning after the Closing Date. For the avoidance of doubt, for purposes of allocating amounts required to be included by Parent or any Group Company in income under Section 951(a) or 951A of the Code with respect to any Straddle Period of a foreign Group Company, the taxable year of the relevant foreign Operating Subsidiary giving rise to the income required to be included shall be deemed to close on the Closing Date in the same manner as described above.

Straddle Period Taxes. Buyer shall prepare or cause With respect to be prepared and file or cause to be filed any Tax Returns other than any Taxes that are reported on a Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin covering a period commencing before the Closing Date and end after the Closing Date ending thereafter (a “Straddle Period”). Such Tax Returns , (i) in the case of any real or personal property taxes (or other similar Taxes) attributable to the Purchased Assets or property of a Subsidiary (“Property Taxes”), any such Taxes not attributable to the Subsidiaries shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of prorated between Purchaser and Seller on a per diem basis, and any such Tax Returns Taxes attributable to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns Subsidiaries shall be borne equally by included in the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown Final Subsidiary Closing Balance Sheet on a Tax Return approved by per diem basis and (ii) in the Sellers which relates to the portion case of any Taxes other than Property Taxes, such Taxes shall be computed as if such Straddle Period ending ended on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b)and, in the case of saleseach Subsidiary, use and other similar Taxes shall be included in the Final Subsidiary Closing Balance Sheet, provided that exemptions, allowances or deductions that are payable for a Straddle Periodcalculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the portion of such Tax that relates to Closing, shall be allocated between the portion of such taxable period ending on the Closing Date shall be deemed equal and the period after the Closing Date in proportion to the amount that would be payable if number of days in each period (the relevant taxable Taxes described in clauses (i) and (ii) above are referred to herein as “Straddle Period Taxes”). The party required by law to pay any such Straddle Period Tax (the “Paying Party”) shall file the Tax Return related to such Straddle Period Tax within the time period ended on prescribed by law and included shall timely pay such Straddle Period Tax. To the Closing Date.extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of payment, and within 10 days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes. 40

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns other than any Tax Return based upon or related to income or receipts with respect For purposes of this Agreement, the portion of Taxes attributable to the Purchased Assets income, property or operations of the Company and the Acquired Subsidiaries for any taxable periods which begin period that begins on or before the Closing Date and end ends after the Closing Date (a “Straddle Period”). Such Tax Returns shall ) will be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to apportioned between the portion of the Taxes shown Straddle Period that begins before the Closing Date and ends on a Tax Return approved by and includes the Sellers which relates to Closing Date (the “Pre-Closing Straddle Period”) and the portion of such the Straddle Period ending on that begins the day after the Closing Date promptly upon receiving notice from Buyer that and ends at the Sellers are liable under end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 7.2(b4.9(a). The portion of Taxes attributable to a Pre-Closing Straddle Period will: (i) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed. For purposes of this Section 7.2(b), in the case of salesany income, sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other similar Taxes that are payable for Tax based on or measured by income, business activity, receipts or profits earned during a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed to equal to the amount that would be payable if the relevant taxable period Straddle Period ended on and included the Closing Date; and (ii) in the case of personal property, real property, ad valorem and other Taxes of the Company and each Acquired Subsidiary imposed on a periodic basis during a Straddle Period, be deemed to be the amount of the Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in such Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period Taxes. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns All Taxes other than any Tax Return Transfer Taxes or Taxes based upon or related to income or receipts receipts, including but not limited to, all personal property taxes, ad valorem obligations and similar taxes imposed on a periodic basis, in each case levied with respect to the Purchased Transferred Assets or the Product Business for a taxable periods period which begin before the Closing Date and includes (but does not end after on) the Closing Date (a “Straddle Period”), shall be apportioned between Seller and Buyer. Taxes attributable to the Pre-Closing Period and Post-Closing Period shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began on the date immediately following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors for the Straddle Period shall be allocated between such two (2) taxable years or periods on a “closing of the books basis” by assuming that the books of the Person subject to such Tax were closed at the close of the day on the Closing Date, provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and Taxes calculated on a periodic basis (such as real property Taxes and other ad valorem Taxes) shall be apportioned ratably between such periods on a daily basis. Within ninety (90) days after the Closing, Seller and Buyer shall present a reimbursement to which each is entitled under this Section 2.4(d) together with such supporting evidence as is reasonably necessary to calculate the applicable Pre-Closing Period or Post-Closing Period amount. Such Tax Returns amount shall be prepared or caused paid by the party owing it to be prepared by Buyer. Buyer shall submit drafts the other within ten (10) days after delivery of such Tax Returns statement. Thereafter, Seller shall notify Buyer upon receipt of any bxxx for personal property Taxes relating to the Sellers for approval by Transferred Assets or the Sellers (Product Business, part or all of which approval are attributable to the Post-Closing Period, and shall not be unreasonably withheld or delayed) no later than twenty (20) days promptly deliver such bxxx to Buyer who shall pay the same to the appropriate taxing authority, provided that if such bxxx covers the Pre-Closing Period, Seller shall also remit prior to the due date of assessment to Buyer payment for the attributable amount of such bxxx that such Tax Returns are required is attributable to be filed with the appropriate Governmental Authority, including extensionsPre-Closing Period. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and either Seller or Buyer shall prepare the Tax Returns9. The costs related thereafter make a payment for which it is entitled to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers are liable reimbursement under this Section 7.2(b) for 2.4(d), the other party shall make such Taxes reimbursement promptly but in no event later than five thirty (530) Business Days before days after the Tax Return reflecting presentation of a statement setting forth the amount of reimbursement to which the presenting party is entitled along with such liability supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required to be filed. For purposes of under this Section 7.2(b)2.4(d) and not made within ten (10) days of delivery of the statement shall bear interest at the rate per annum determined, in from time to time, under the case provisions of sales, use and other similar Taxes that are payable Section 6621(a)(2) of the Code for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Dateeach day until paid.

Straddle Period Taxes. Buyer Unless prohibited by applicable Law, the Tax period of Company shall prepare or cause be closed as of the end of the Closing Date. If applicable Law does not permit Company to be prepared and file or cause to be filed any close its Tax Returns other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for taxable periods which begin before period on the Closing Date and or such Tax period does not otherwise end after on the Closing Date (each, a “Straddle Period”). Such Tax Returns , any real or personal property Taxes (or other similar ad valorem Taxes or Taxes imposed on a periodic basis) attributable to Company that are imposed on or before and ending after the Closing Date (each, a “Straddle Period Tax”) shall be prepared or caused to be prepared by Buyer. Buyer shall submit drafts of such Tax Returns to the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that such Tax Returns are required to be filed with the appropriate Governmental Authority, including extensions. In the event that the Sellers proportionally allocated between Seller and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal Purchaser to the portion of the Taxes shown on a Tax Return approved by the Sellers which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer and the portion of the Straddle Period beginning after the Closing Date, respectively, based on a “closing of the books” method; provided, that exemptions, allowances or deductions that are calculated on an annual basis shall be allocated between the Sellers are liable under this Section 7.2(bportion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning after the Closing Date in proportion to the number of days in each such period. The Party required by Law to pay any such Straddle Period Tax (the “Paying Party”) for shall file the Tax Return related to such Taxes but in no event later than five Straddle Period Tax within the time period prescribed by Law and shall timely pay such Straddle Period Tax. If Seller does not prepare and file a required Straddle Period Tax Return that Seller is required to prepare and file prior to the date that is ten (510) Business Days before the due date of such Tax Return reflecting Return, Purchaser may prepare and file such liability is Tax Return, and Seller shall be required to be filedreimburse Purchaser for Purchaser’s reasonable costs related thereto. For purposes of this Section 7.2(b), in To the case of sales, use and other similar Taxes that are payable for a Straddle Period, the extent any portion of such Tax that relates to payment is the portion responsibility of the other party hereunder, the Paying Party shall provide the other party (the “Non-Paying Party”) with notice of the amount of such taxable period ending on Straddle Period Taxes, and within ten (10) days of receipt of such notice, the Closing Date Non-Paying Party shall be deemed equal to reimburse the amount that would be payable if Paying Party for the relevant taxable period ended on and included the Closing DateNon-Paying Party’s share of such Straddle Period Taxes.

Straddle Period Taxes. Buyer shall Sellers shall, at their own expense, prepare or cause to be prepared and timely file or cause to be filed any all Tax Returns relating to all real property Taxes, personal property Taxes or similar ad valorem obligations levied (i) on the owner of the Transferred Loans for any taxable period that begins before the Applicable Cut-Off Time and ends after the Applicable Cut-Off Time and (ii) on the owner of all other than any Tax Return based upon or related to income or receipts with respect to the Purchased Assets for any taxable periods which begin period that begins before the Applicable Closing Date and end ends after the Applicable Closing Date (each such taxable period, a “Straddle Period”, and such Taxes, “Straddle Period Taxes”), whether imposed or assessed before or after the Applicable Cut-Off Time or the Applicable Closing Date, as appropriate. Such Tax Returns Buyers shall be prepared liable for and shall indemnify Sellers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending after the Applicable Cut-Off Time for the Transferred Loans and after the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Sellers shall be liable for and shall indemnify Buyers, their Affiliates and each of their respective officers, directors, employees, stockholders, agents, and representatives against all liability for the amount of such Straddle Period Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending before the Applicable Cut-Off Time for the Transferred Loans and ending on or caused before the Applicable Closing Date for all other Purchased Assets and the denominator of which is the number of days in the entire relevant Straddle Period. Any credits relating to a Straddle Period shall be prepared taken into account as though the relevant Straddle Period ended at the Applicable Cut-Off Time or on the Applicable Closing Date, as appropriate. Any material Tax Return for a Straddle Period shall be submitted to Buyers by Buyer. Buyer shall submit drafts Sellers at least ten (10) Business Days prior to the due date of such Tax Returns Return (taking valid extensions into account). Buyers will pay to Sellers, within two (2) Business Days after the Sellers for approval by the Sellers (which approval shall not be unreasonably withheld or delayed) no later than twenty (20) days prior to the date that filing of any such Tax Returns are required to be filed with the appropriate Governmental AuthorityReturn by Sellers, including extensions. In the event that the Sellers and Buyer cannot reach agreement with respect to any items shown on such Tax Returns, a nationally recognized accounting firm mutually acceptable to the Sellers and Buyer shall prepare the Tax Returns. The costs related to having the accounting firm prepare the Tax Returns shall be borne equally by the Sellers and Buyer. The Sellers shall pay to Buyer an amount equal to the portion of the Straddle Period Taxes shown reflected on a such Tax Return approved by the Sellers for which relates to the portion of such Straddle Period ending on the Closing Date promptly upon receiving notice from Buyer that the Sellers Buyers are liable under this Section 7.2(b) for such Taxes but in no event later than five (5) Business Days before the Tax Return reflecting such liability is required to be filed6.11. For purposes the avoidance of this Section 7.2(b)doubt, in the case of sales, use and other similar Straddle Period Taxes that are payable for a Straddle Period, the portion of such Tax that relates do not include any Taxes owed by an Obligor with respect to the portion of such taxable period ending on the Closing Date shall be deemed equal to the amount that would be payable if the relevant taxable period ended on and included the Closing Datereal property securing any Transferred Loan.