Common use of Straddle Period Clause in Contracts

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, whenever it is necessary to determine the Liability for Taxes of UAV for a Straddle Period, the determination of the Taxes of UAV for the portion of Tax with respect to the incomeStraddle Period ending on and including, property and the portion of the Straddle Period beginning after, the Closing Date shall be determined by assuming that the Straddle Period consisted of two (2) taxable years or operations periods, one which ended at the close of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the other which began at the beginning of the day following the Closing Date as follows: (a “i) with respect to periodic taxes such as real, personal property, and other similar Taxes imposed on the periodic basis (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), by apportioning such Taxes for the entire Straddle Period”) will be apportioned Period ratably between such periods based on the period number of days for the portion of the Straddle Period that extends before ending on and including the Closing Date through Date, on the Closing Date (the “Pre-Closing Straddle Period”) one hand, and the period number of days for the portion of the Straddle Period that extends from the day beginning after the Closing Date Date, on the other hand, and (ii) with respect to all other Taxes, by allocating such Taxes between such two taxable years or periods on a “closing of the end books basis” by assuming that the books of the Companies or their Subsidiaries were closed at the close of the Closing Date; provided, however, (i) exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, and (ii) periodic taxes such as real and personal property taxes (which, for the sake of clarity, shall exclude income, franchise/capital, sales, use, payroll and withholding Taxes), shall be apportioned ratably between such periods based on the number of days for the portion of the Straddle Period (ending on and including the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to Date, on the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxesone hand, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, 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 for the Pre-Closing Straddle Period and denominator portion of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included beginning after the Closing Date, on the other hand. In For purposes of this Section 6.3(e), the case of a Tax that is Seller and the Purchaser shall (1and the Purchaser shall cause UAV and their Affiliates to) paid for use the privilege of doing business during a period conventions provided in Section 6.3(d)(ii) with respect to (a “Privilege Period”i) allocating Transaction Deductions and (2ii) computed based on business activity occurring during an accounting period ending prior allocating any gains, income, deductions, losses, or other items attributable to such Privilege PeriodUAV for U.S. federal, state, or local income tax purpose with respect to any reference Purchaser Closing Date Transaction. This Section 6.3(e) shall not apply to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodTransfer Taxes.

Straddle Period. For purposes of this Agreement, In the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before the Closing Date and ends after includes, but does not end on, the Closing Date (a “Straddle Period”) will be apportioned between ), the period amount of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax all Company Taxes attributable to the Pre-Closing Straddle Tax Period will shall (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by incomenet income or gross receipts of the Company (including but not limited to federal income Tax and Texas “margin” or franchise Tax), receipts and any Taxes imposed in connection with a sale or profits earned during a Straddle Periodother disposition of property or other specifically identifiable transaction or event, be deemed to determined based on an interim closing of the books as of the close of business on the Closing Date (provided that any exemptions, allowances, and deductions that are calculated on an annual basis shall be apportioned between the amount of such Tax for period ending on the entire taxable Closing Date and the period multiplied by a fraction, after the numerator of which is Closing Date based on the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Periodeach such period), and (b) in the case of any sales other Taxes of the Company (including but not limited to franchise Taxes determined on the basis of Taxable capital or use taxesassets and ad valorem Taxes such as real and other property Taxes), valuebe deemed to be the product of the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which shall be the number of days in the portion of the Straddle Period ending on the Closing Date and the denominator of which shall be the total number of days in the entire Straddle Period. No election will be made under Treasury Regulation Section 1.1502-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during 76(b)(2)(ii)(D) to ratably allocate income to a Straddle Period. Each Party hereby acknowledges and agrees that all payments made in exchange for In-the-Money Company Options hereunder, be deemed equal to and all Noncompete Amounts, employee bonus payments, other compensation payments and Transaction Expenses paid or accrued by the amount that would be payable if the Straddle Period ended Company on and included or before the Closing Date. In , shall be allocated to (and treated as incurred during) the case of a Pre-Closing Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, and shall not take any reference contrary positions for any purpose (including in connection with the filing of any Tax Return or any audit, litigation or other proceeding with respect to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodTaxes).

Straddle Period. For purposes of this AgreementSection 5.6, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary the Transferred Company that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.085.6.4. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) , and (2c) computed based on business activity occurring during an accounting period ending prior be borne and paid by Seller (to such Privilege Period, any reference the extent not included in the Final Closing Working Capital). The portion of Tax attributable to a “Tax period,” Post-Closing Straddle Period will be calculated in a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodcorresponding manner.

Straddle Period. For all purposes of under this Agreement, Agreement (including the portion of Tax with respect to the income, property or operations determination of any Contributed Subsidiary that is attributable to Tax Refund), in the case of any Tax taxable period that begins on or before the Closing Date and ends after includes (but does not end on) the Closing Date (each, a “Straddle Period”) will be apportioned between ), the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable which relates to the Pre-portion of such taxable period ending on (and including) the Closing Straddle Period will Date shall (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle PeriodTaxes described in clause (ii) below, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the Pre-taxable period ending on (and including) the Closing Straddle Period Date and the denominator of which is the number of days in the Straddle Period, entire taxable period and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on upon or measured by related to income, sales, withholding, payroll, or receipts or profits earned during a Straddle Period, be deemed equal to the amount that which would be payable if the relevant taxable period ended at the end of the Closing Date and, in the case of any such Taxes that are attributable to the ownership of any equity interest in a partnership, other “flow-through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if the taxable period of that entity ended as of the close of business on the Closing Date (whether or not such Taxes arise in a Straddle Period ended of the applicable owner); provided, that any transactions consummated at the direction of the Buyer at or following the Closing that are not in the ordinary course of business and not contemplated by this Agreement and that give rise to any item of income or gain for any of the Acquired Companies shall be considered to be attributable to the portion of the Straddle Period that commences on and included the day following the Closing Date. In the case of any Taxes of any Acquired Company for a Tax Straddle Period that is (1) have been paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to the Closing and that were not taken into account in the final determination of Net Working Capital pursuant to this Agreement, Buyer shall reimburse the Seller for such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodTaxes.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to Taxes for any Tax period of the Target Companies that begins includes but does not end on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will shall be apportioned allocated for all purposes of this Agreement (i) to the Sellers for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Target Companies for a Straddle Period shall be allocated between the period periods described in clauses (i) and (ii) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period that extends before ending with and including the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period number of days during the Straddle Period that extends from commencing on the day after the Closing Date to Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the preceding sentence as if such Tax period ended as of the end of the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the “Post-period ending as of 11:59 p.m. Eastern time on the Closing Straddle Period”) Date and the period after the Closing Date in accordance with this Section 5.08. The portion of such Tax attributable proportion to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period each such period; and denominator of which is the number of days provided, further, that any Taxes attributable to any actions not in the Straddle Period, and (b) in the case Ordinary Course of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount Business that would be payable if the Straddle Period ended on and included are taken after the Closing Date. In on the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior Closing Date shall be allocated to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodBuyer.

Straddle Period. For purposes of this Agreement, In the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before the Closing Date and ends after includes (but does not end on) the Closing Date (a “Straddle Period”) will be apportioned between ), the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case amount of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, payroll, sales or receipts or profits earned during of the Nutrition Entities for the portion of such Straddle Period ending on (and including) the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of any other Taxes of the Nutrition Entities for a Straddle Period, Period which relate to the portion of such Straddle Period ending on (and including) the Closing Date shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the Pre-taxable period ending on (and including) the Closing Straddle Period Date and the denominator of which is the number of days in the Straddle Period, and (b) in the case . Any credit or refund resulting from an overpayment of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during Taxes for a Straddle PeriodPeriod shall be prorated based upon the method employed in this Section 8.10, be deemed equal taking into account the type of Tax to which the amount that would be payable if the Straddle Period ended on and included the Closing Daterefund relates. In the case of Taxes in the form of interest or penalties, all such Taxes shall be treated as attributable to the portion of such Straddle Period ending on (and including) the Closing Date to the extent relating to a Tax that is (1) paid for a Pre-Closing Tax Period whether such items are incurred, accrued or assessed, before or after the privilege Closing Date. For the avoidance of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Perioddoubt, any reference payroll or other employment Taxes of the Nutrition Entities for any Pre-Closing Tax Period that are deferred pursuant to a “Section 2302 of the CARES Act shall be treated as attributable to the Pre-Closing Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, the portion of any Tax with respect to the income, property or operations of the Company or any Contributed Subsidiary of its Subsidiaries or the Surviving Corporation that is attributable to any Tax taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the end of the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.088.10(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this AgreementTo the extent permitted by applicable Law, the portion parties hereto agree to cause state and local Tax Periods of the Acquired Companies to be closed at the close of business on the Closing Date. In the event applicable Law does not permit the closing of any such period, the allocation of Tax with respect to the income, property or operations of liability for any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date shall be made as follows: (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, imposed on a periodic basis and any Tax not based on income (such as real or measured by incomepersonal property Taxes), receipts or profits earned during a Straddle Period, be deemed to be the amount portion of such Taxes attributable to any Pre-Closing Tax for Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Tax Period and denominator of which is the number of days included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period; and (bii) in the case of any sales or use taxesall other Taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal the portion of such Taxes attributable to the amount that would Pre-Closing Tax Period shall be payable determined, if reasonably feasible, from the Straddle Period ended books and records of the Company, the Seller Parties and their Subsidiaries as though the taxable year or period of the Company, the Seller Parties and their Subsidiaries terminated at the close of business on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For all purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary the Acquired Companies that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.085.4.5. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case The portion of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference attributable to a “Tax period,” Post-Closing Straddle Period will be calculated in a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodcorresponding manner.

Straddle Period. (a) For purposes of this Agreement, the portion of Tax Tax, with respect to the income, property or operations of any Contributed Subsidiary the Company that is are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before ends on and includes the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from begins on the day after the Closing Date to and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.087.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxesand similar Taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxesand similar Taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary the Company that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08). The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case The portion of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference attributable to a “Tax period,” Post-Closing Straddle Period will be calculated in a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodcorresponding manner.

Straddle Period. For purposes of this Agreement(a) The Xxxxxx Entities, and SCOLP agree that the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable taxes related to any Tax tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between with respect to the period of the Straddle Period that extends before Owner ending on the Closing Date through shall be treated as provided herein. In the case of any real, personal and intangible ad valorem property Taxes (“Property Taxes”), the Property Taxes shall be allocated as provided in Section 6.1 herein. Taxes other than Property Taxes shall be computed as if such taxable period ended as of the close of business on the date of Closing. (b) To the extent the Xxxxxx Entities are required by law to file a Tax Return, the Xxxxxx Entities shall prepare and file all Tax Returns for the activities of each of the Holding Company and Owner for any taxable period that ends on or before the date of Closing Date (the “Pre-Closing Straddle PeriodDate Tax Returns”) in a manner consistent with past practices and shall remit the period Taxes shown as owing on such Pre-Closing Date Tax Returns in a due and timely manner. The Xxxxxx entities shall submit such Pre Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions). The Xxxxxx Entities shall give due consideration to such changes 29 as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed). (c) SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns for the activities of the Straddle Period Holding Company and Owner for any taxable period that extends from the day ends after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle PeriodDate Tax Returns”) in accordance ). SCOLP shall provide the Contributor with this Section 5.08. The portion a copy of such any Post-Closing Date Tax attributable Return to be filed by or with respect to the PreHolding Company or the Owner for any Straddle Period at least ten (10) business days prior to the date such Post-Closing Date Tax Return for a Straddle Period will is due (a) in inclusive of all allowable extensions). SCOLP shall give due consideration to such changes as the case of Contributor reasonably requests and shall not file any Taxes other than sales or use taxes, valuePost-added taxes, employment taxes, withholding taxes, and any Closing Date Tax based on or measured by income, receipts or profits earned during Returns covering a Straddle PeriodPeriod without the Contributor’s consent (which shall not be unreasonably withheld, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales condition or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Datedelayed). In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.12.2

Straddle Period. For purposes of this Agreement, in the portion case of Tax any Taxes that are payable with respect to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after includes (but does not end on) the Closing Date (a “Straddle Period”) will be apportioned between ), the period portion of the Straddle Period any such Taxes that extends before the Closing Date through the Closing Date (the “constitutes Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will Taxes shall: (a) in the case of any Taxes other than sales that are either (i) based upon or use taxesrelated to, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts receipts, payroll or profits earned during a Straddle Periodother items of operating income or expense, be or (ii) imposed in connection with any sale, transfer or assignment or any deemed to be the amount sale, transfer or assignment of such Tax for the entire taxable period multiplied by a fractionproperty (real or personal, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales tangible 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 Periodintangible), be deemed equal to the amount that would be payable if the Straddle Period Tax year or period ended on and included the Closing Date. In ; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis 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 and including 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, without limitation, the effect of any graduated rates of Tax) that is (1) paid for calculated on an annual basis shall be allocated to the privilege portion of doing business during the Straddle Period ending on the Closing Date on a period (pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a “Privilege Period”) fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period including the Closing Date and not such Privilege the denominator of which is the number of calendar days in the entire Straddle Period.

Straddle Period. (a) For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of the Company or any Contributed Subsidiary of its Subsidiaries that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the end of the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.087.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to Taxes for any Tax period of the Target Companies that begins includes but does not end on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will shall be apportioned allocated for all purposes of this Agreement (i) to the Seller for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Target Companies for a Straddle Period shall be allocated between the period periods described in clauses (i) and (ii) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period that extends before ending with and including the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period number of days during the Straddle Period that extends from commencing on the day after the Closing Date to Date, and (B) Taxes that are not Per Diem Taxes, including Income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the preceding sentence as if such Tax period ended as of the end of the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the “Post-period ending as of 11:59 p.m. Central time on the Closing Straddle Period”) Date and the period after the Closing Date in accordance with this Section 5.08. The portion of such Tax attributable proportion to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period each such period; and denominator of which is the number of days provided, further, that any Taxes attributable to any actions not in the Straddle Period, and (b) in Ordinary Course of Business that are taken by the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included Buyer after the Closing Date. In on the case of a Tax that is Closing Date (1) paid which, for the privilege avoidance of doing business during a period (a “Privilege Period”doubt, shall not include any of the actions set forth in Section 7.08) and (2) computed based on business activity occurring during an accounting period ending prior shall be allocated to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodBuyer.

Straddle Period. For purposes of this Agreement, the portion of Tax Other than with respect to any Purchased Company that is a Canadian entity, in the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before the Closing Date and ends after includes (but does not end on) the Closing Date (a “Straddle Period”) will be apportioned between ), the period portion of any Taxes relating to or of the Transferred Assets or the Purchased Companies that are allocable to the portion of the Straddle Period that extends before ending on the Closing Date through the Closing Date shall be (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ax) in the case of any Taxes other than sales or use taxesthat are imposed on a periodic basis, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property taxes), the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of calendar days in the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period; and (y) in the case of Taxes not described in (x), the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books (and for such purpose, the taxable period multiplied of any “controlled foreign corporation”, partnership or “flow-through” entity in which the Purchased Companies hold a beneficial interest will be deemed to terminate at such time). For purposes of clause (y) of the preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis, determined by multiplying the entire amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the Pre-Closing 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 Straddle Period. With respect to any Purchased Company that is a Canadian entity, “Straddle Period” shall mean any taxable period that includes (but does not begin or end on) the Closing Date, and (ba methodology equivalent to that described above in this Section 5.9(i) shall apply in determining the case portion of any sales Taxes relating to or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on of the Transferred Assets or measured by income, receipts or profits earned during a Straddle Period, be deemed equal the Purchased Companies that are allocable to the amount that would be payable if portion of the Straddle Period ended ending on and included the day immediately preceding the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For purposes In the case of this AgreementTaxes that are payable with respect to a Straddle Period, the portion of Tax with respect any such Taxes that are allocated to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before ends on and includes the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period for purposes of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits, wages, capital, payroll or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the portion of the period ending on the Closing Date and the portion of the period beginning on the day immediately after the Closing Date in proportion to the number of days in each period; provided further, that, for the avoidance of doubt, whether any Taxes franchise Tax or other than sales Tax providing the right to do business shall be treated as a Tax of or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax imposed on the Company for a Straddle Period shall be based on or measured by the period during which the income, receipts operations, assets or profits earned during a Straddle Periodcapital comprising the base of such Tax is measured, be deemed regardless of whether the right to be do business for another period is obtained by the payment of such Tax; and (b) in the case of other Taxes, the amount of such Tax Taxes for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (b) . All Taxes in the case form of any sales interest or use taxes, value-added taxes, employment taxes, withholding taxes, and penalties that relate to Taxes for any Tax based period (or portion thereof) ending on or measured by income, receipts before the Closing Date shall be treated as occurring in a Tax period (or profits earned during a Straddle Period, be deemed equal to the amount portion thereof) that would be payable if the Straddle Period ended ends on and included or before the Closing Date. In , whether such items are incurred, accrued, assessed or similarly charged on, before or after the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodClosing Date.

Straddle Period. For purposes of this Agreement, In the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before the Closing Date and ends after includes (but does not end on) the Closing Date (a “Straddle Period”) will be apportioned between ), the period amount of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax any Taxes attributable to the Pre-Closing Straddle Tax Period will shall be determined as follows: (ai) in the case of Taxes that are either (x) based upon or related - 50 - to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date, and (ii) in the case of Taxes (other than sales those described in clause (i) above) that are imposed on a periodic basis with respect to the business or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on assets of the Company or its Subsidiaries or otherwise measured by income, receipts or profits earned during a Straddle Periodthe level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period 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 Pre-Closing 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 (i) of the preceding sentence, and any exemption, deduction, credit or other item (b) in including the case effect of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based graduated rates of Tax) that is calculated on or measured by income, receipts or profits earned during a Straddle Period, an annual basis shall be deemed equal allocated to the amount that would be payable if portion of the Straddle Period ended ending on and included the Closing DateDate on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, 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 8.02 shall be computed by reference to the level of such items on the Closing Date. The Parties hereto will, to the extent permitted by applicable Law, elect with the relevant Taxing Authority to treat a Tax that is (1) paid for the privilege portion of doing business during any Straddle Period as a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting short taxable period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodas of the close of business on the Closing Date.

Straddle Period. For purposes of this Agreementdetermining the Taxes for which the Indemnifying Stockholders are liable under Section 6.2(a)(iii)(A) (Indemnification), Taxes for which the portion of Tax with respect to the income, property or operations of Company and its Subsidiaries are liable for any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before the Closing Date ending after and ends after including the Closing Date (a “Straddle Period”) will shall be apportioned between allocated to the portion of the period of the Straddle Period that extends before ending on the Closing Date through as follows: (i) with respect to real and personal property Taxes and other similar periodic Taxes, the amount allocable to the portion of the period ending on the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be shall equal the amount of such Tax Taxes for the such entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in the Straddle Period, ; and (bii) in with respect to all other Taxes, the case amount allocable to the portion of the period ending on the Closing Date shall be determined based on an actual closing of the books used to calculate such Taxes as if such tax period ended as of the close of business on the Closing Date (and for such purpose, the tax period of any sales partnership or use taxes, valueother pass-added taxes, employment taxes, withholding taxes, and through entity in which the Company or any Tax based on or measured by income, receipts or profits earned during of its Subsidiaries holds a Straddle Period, beneficial interest shall be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Dateterminate at such time). In the case of a Tax clause (ii), exemptions, allowances or deductions that is are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Period) shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period thereafter in proportion to the number of days in each such portion. The Company shall elect to close the books on the Closing Date to treat such taxable year as two separate taxable years. The first taxable year shall begin on January 1) paid for , 2016 and end on the privilege of doing business during a period (a “Privilege Period”) Closing Date, and (2) computed based the second taxable year shall begin on business activity occurring during an accounting period ending prior to such Privilege Periodthe Closing Date and end on December 31, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period2016.

Straddle Period. For purposes In the case of this Agreementany taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of Tax Taxes with respect to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax period that begins on or before member of the Closing Date and ends after the Closing Date (a “Straddle Period”) Company Group will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.088.8(d). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. (a) For purposes of this Agreement, the portion of Tax Tax, with respect to the income, property or operations of any Contributed Subsidiary Acquired Company that is are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.088.1(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of a Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. In the case of a Tax 4893-2596-7688v2 EMAIL\25717007 that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. For all purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary the Acquired Companies that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.085.5.4. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. Corresponding per diem and closing of the case of a Tax that is (1) paid books principles will be applied for the privilege purposes of doing business during a period (a “Privilege Period”) allocating Taxes under this Agreement for tax periods that begin on or before the Locked Box Date and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodend after the Locked Box Date.

Straddle Period. For purposes of this AgreementTo the extent permitted by applicable Law, the portion Parties agree to cause state and local Tax Periods of the Companies to be closed at the close of business on the Closing Date. In the event applicable Law does not permit the closing of any such period, the allocation of Tax with respect to the income, property or operations of liability for any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date shall be made as follows: (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, imposed on a periodic basis and any Tax not based on income (such as real or measured by incomepersonal property Taxes), receipts or profits earned during a Straddle Period, be deemed to be the amount portion of such Taxes attributable to any Pre-Closing Tax for Period included in the Straddle Period shall be equal to the product of such Taxes attributable to the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Tax Period and denominator of which is the number of days included in the Straddle Period, and the denominator of which is the total number of days in such Straddle Period, and the amount of Taxes attributable to any Post-Closing Tax Period included in the Straddle Period shall be the excess of the amount of the Taxes for the Straddle Period over the amount of Taxes attributable to the Pre-Closing Tax Period included in the Straddle Period; provided, however, that if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Tax imposed for different periods within such Straddle Period, the formula described in the preceding clause shall be applied separately with respect to each such period within the Straddle Period and (bii) in the case of any sales or use taxesall other Taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal the portion of such Taxes attributable to the amount that would Pre-Closing Tax Period shall be payable determined, if reasonably feasible, from the Straddle Period ended books and records of the Companies as though the taxable year or period of the Companies terminated at the close of business on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary the Companies that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) Period will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.086.3. The portion of such Tax tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxesTaxes, value-added taxesTaxes, employment taxesTaxes, withholding taxesTaxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxesTaxes, value-added taxesTaxes, employment taxesTaxes, withholding taxesTaxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary Company that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.089.5(a). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that which would be payable if the Straddle Period ended on and included the Closing Date. For purposes of clause (ii) of the immediately preceding sentence, any exemption, deduction, credit or other item that is calculated on an annual basis will be allocated between the Pre-Closing Straddle Period and the Post-Closing Straddle Period on a pro rata basis by multiplying the total amount of such item for the Straddle Period by a fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period and the denominator of which is the number of calendar days in the Straddle Period. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other, the portion of such Tax related to the Pre-Closing Straddle Period will be deemed to be (1) if the amount of such Tax for the Straddle Period is measured by net worth or other basis, the amount of such Tax determined as though the taxable values for the entire Straddle Period equal the respective values as of the Closing Date and multiplying the amount of such Tax by a fraction the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Straddle Period and the denominator of which is the number of days in the Straddle Period or (2) if the amount of such Tax for the Straddle Period is measured by net income, the amount of such Tax determined as though the applicable Tax period terminated at the end of the day on the Closing Date. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such the Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such the Privilege Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period. For purposes of this Agreement, in the portion case of Tax any Taxes of the Companies that are payable with respect to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between ” ), the period portion of the Straddle Period any such Taxes that extends before the Closing Date through the Closing Date (the “constitutes Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period Taxes shall: (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than sales those described in clause (i) above) that are imposed on a periodic basis with respect to the business or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on assets of the Companies or otherwise measured by income, receipts or profits earned during a Straddle Periodthe level of any item, be deemed to be the amount of such Tax Taxes for the entire taxable period 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 Pre-Closing 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 (i) of the preceding sentence, and any exemption, deduction, credit or other item (b) in including, without limitation, the case effect of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based graduated rates of tax) that is calculated on or measured by income, receipts or profits earned during a Straddle Period, an annual basis shall be deemed equal allocated to the amount that would be payable if portion of the Straddle Period ended ending on and included the Closing DateDate on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, 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 10.2.3 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a Tax that is (1) paid for the privilege portion of doing business during any Straddle Period as a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting short taxable period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodas of the close of business on the Closing Date.

Straddle Period. For purposes of this Agreement, In the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before the Closing Date and ends after includes (but does not end on) the Closing Date (a “Straddle Period”) will ), the allocation of responsibility for tax matters shall be apportioned between determined as provided in this clause (b). Sellers shall do an interim closing of the books as of the close of business on the Closing Date. If based on such closing of the books the Companies generated an operating loss during the Pre-Closing Tax Period, then the amount of any Income Tax or Taxes for the Pre-Closing Tax Period shall be determined based on the Companies’ net equity for the prior taxable period and Sellers’ responsibility shall be based on the number of days of the Straddle Period that extends before Sellers owned the Closing Date through Companies. If based on such closing of the Closing Date (books the “Companies generated net taxable income during the Pre-Closing Straddle Tax Period”, then the amount of any Income Tax or Taxes for the Pre-Closing Tax Period shall be determined based on either (1) and the period number of days of the Straddle Period that extends from the day after Sellers owned the Companies, if the Company had a loss for the entire taxable year and the amount of Income Tax payable for the Straddle Period is based on the Companies’ net equity for the prior taxable period, or (2) an interim closing of the books as of the close of business on the Closing Date if the Company had net taxable income for the entire taxable year and the amount of Income Tax payable for the Straddle Period is based on the Companies’ income (and for such purpose, the taxable period of any partnership or other pass-through entity in which any of the Companies holds a beneficial interest shall be deemed to terminate at such time). For purposes of clarification, Sellers shall retain the right to use any and all of the Companies’ net loss carry forwards attributable to taxable periods prior to the Closing Date to reduce any income attributable to the end portion of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included occurring before the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For purposes In the case of this AgreementTaxes that are payable with respect to any Straddle Period, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary such Taxes that is attributable to any Tax period that begins the portion of such Straddle Period ending on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between including for purposes of determining Tax liabilities reflected in the period calculation of the Working Capital with respect to any Straddle Period that extends before the Closing Date through the Closing Date and Excluded Taxes), shall (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any real and personal property Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax franchise Taxes not based on gross or measured by net income, receipts or profits earned during a Straddle Period, be deemed equal to be the amount of such Tax Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-Closing portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Periodother Taxes, be deemed equal determined as if the Company filed a separate Tax Return with respect to such Taxes for the amount that would be payable if portion of the Straddle Period ended ending as of 12:01 a.m. (Eastern time) on and included the Closing Date using a “closing of the books methodology” based on the actual operations of the Company; provided, that any employer payroll Taxes arising with respect to a Pre-Closing Tax Period or Straddle Period that have been deferred pursuant to the CARES Act or any other corresponding or similar provision of other Law with respect to Taxes shall be allocated to the Pre-Closing Tax Period or the portion of such Straddle Period ending on the Closing Date, as applicable. In Notwithstanding the case foregoing, no Taxes attributable to any actions taken by Buyer or any actions taken outside the ordinary course of a business by the Company on the Closing Date following the Closing shall be taken into account for purposes of determining Tax that is (1) paid for liabilities reflected in the privilege calculation of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodWorking Capital.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to Taxes for any Tax period of the Target Companies that begins includes but does not end on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will shall be apportioned between allocated according to the period following methodology: (i) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of, Voyage Holdings and its Subsidiaries for a Straddle Period shall be allocated to the portion of the Straddle Period that extends before ending with and including the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from commencing on the day after the Closing Date to on a per diem basis based on the number of days during the portion of the Straddle Period ending with and including the Closing Date and number of days during the portion of the Straddle Period commencing on the day after the Closing Date, and (ii) Taxes that are not Per Diem Taxes, including Income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the portion of the Straddle Period ending with and including the Closing Date as if such Tax period ended as of the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In For purposes of clause (ii) of the case preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a Tax closing of the books and records of the Target Companies as of the Closing, provided that is exemptions, allowances, deductions or other items that are calculated on an annual basis (1including, but not limited to, depreciation and amortization deductions) paid for shall be allocated between the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting as of the end of the Closing Date and the period and not such Privilege Periodcommencing on the day after the Closing Date in the same method as described in clause (ii) for Per Diem Taxes.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect any Taxes relating to the incomeAcquired Assets or the conduct or operation of the AirCard Business (excluding, property for the avoidance of doubt, any income or operations of any Contributed Subsidiary gross receipts Tax) for a Tax Period that is attributable to any Tax period that begins on or before includes, but does not end on, the Closing Date and ends after the Closing Date (a “Straddle Period” and - 67 - such Taxes, “Straddle Period Taxes”) will shall be apportioned between the period applicable Seller, on the one hand, and the applicable Buyer, on the other hand, based on the portion of the Straddle Period that extends before period ending at 11:59 p.m. on the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from period beginning on the day after the Closing Date to the end Date, respectively. The amount of the Taxes shall be allocated between portions of a Straddle Period (in the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will following manner: (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, a Tax imposed in respect of property and any Tax based on or measured by income, receipts or profits earned during that applies ratably to a Straddle Period, be deemed the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the entire taxable period in question multiplied by a fraction, the numerator of which is the total number of days in the Pre-Closing such portion of such Straddle Period and the denominator of which is the total number of days in the such Straddle Period, and (b) in the case of any sales or use taxessales, value-added taxesand similar transaction-based Taxes (other than Transfer Taxes allocated under Section 10.2), employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, such Taxes shall be deemed equal allocated to the amount that would be payable if portion of the Straddle Period ended on in which the relevant transaction occurred. The Party required by Law to pay any such Straddle Period Tax (the “Paying Party”) shall prepare and included the Closing Dateother Party shall cooperate in the preparation and filing of such Tax Return. In Any Tax Return for Straddle Period Tax prepared by the case Paying Party pursuant to this section shall be made available to the other Party at least ten (10) Business Days before such Tax Return is due to be filed. The Paying Party shall file such Tax Return within the time period prescribed by Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of a Tax that is the Paying Party hereunder, the Paying Party shall provide the other party (1the “Non-Paying Party”) paid with notice of payment details, within ten (10) days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the privilege Non-Paying Party’s shares of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodStraddle Period Taxes.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary the Company and its Affiliates that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) Period will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.086.3. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-value- added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, the portion following conventions shall be utilized for determining the amount of Tax with respect Taxes attributable to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before ending on the Closing Date through the Closing Date Date: (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (aA) in the case of any property Taxes and other than sales or use taxessimilar Taxes imposed on a periodic basis, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount attributable to the portion of such Tax the Straddle Period ending on the Closing Date shall equal the Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-portion of the period ending on and including the Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period, ; and (bB) in the case of any all other Taxes (including income Taxes, sales or use taxes, value-added taxesTaxes, employment taxesTaxes, withholding taxesTaxes), and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal the amount attributable to the amount that would be payable if portion of the Straddle Period ended ending on the Closing Date shall be determined as if the Company and included its Subsidiaries filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books” methodology. For purposes of clause (B), (1) any Tax or item of income, gain, loss, deduction, or credit resulting from a transaction engaged in by the Company or its Subsidiaries on the Closing Date. In , but after the case of a Tax Closing, that is (1) paid for outside of the privilege ordinary course of doing business during a period (a “Privilege Period”) and not contemplated by this Agreement, shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (2) computed based Transaction Tax Deductions shall be allocated to the portion of the Straddle Period ending on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodthe Closing Date.

Straddle Period. For purposes of this Agreement, if any Tax (or Tax refund) relates to a Straddle Period (other than Transfer Taxes and VAT and GST Taxes described in Section 6.2), the parties shall use the following conventions for determining the portion of such Tax with respect (or Tax refund) that relates to the income, property or operations portion of any Contributed Subsidiary that is attributable to any Tax period that begins the Straddle Period ending on or before (and including) the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from beginning on the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will Date: (a) in the case of any Taxes other than income Taxes, sales or use taxes, value-added taxesTaxes, employment taxesTaxes, withholding taxesTaxes, and any Tax based other similar Taxes, such Taxes shall be apportioned between the portion of the Straddle Period ending on or measured by income, receipts or profits earned during (and including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date as if a Straddle Period, be deemed separate Return with respect to be the amount of such Tax Taxes was filed for the entire taxable period multiplied by a fraction, portion of the numerator of which is the number of days in the Pre-Closing Straddle Period ending on (and denominator including) the Closing Date using a “closing of which is the number of days in the Straddle Period, books methodology”; and (b) in the case of any sales or use taxesad valorem property Taxes and other similar Taxes imposed on a periodic basis, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, such Taxes shall be deemed equal to apportioned between the amount that would be payable if portion of the Straddle Period ended ending on (and included including) the Closing Date and the portion of the Straddle Period beginning on the day after the Closing Date based on the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the number of days in the portion of the Straddle Period beginning on the day after the Closing Date. In For purposes of clause (a), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the case portion of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed Straddle Period ending on the Closing Date based on business activity occurring during an accounting period ending prior the relative number of days in such portion of the Straddle Period as compared to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege the number of days in the entire Straddle Period.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to Taxes for any Tax period of the Target Companies that begins includes but does not end on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will shall be apportioned allocated for all purposes of this Agreement (i) to the Seller for the portion of the Tax period up to and including the Closing Date and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Target Companies for a Straddle Period shall be allocated between the period periods described in clauses (i) and (ii) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period that extends before ending with and including the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period number of days during the Straddle Period that extends from commencing on the day after the Closing Date to Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the Target Companies for a Straddle Period shall be allocated between the periods described in clauses (i) and (ii) of the preceding sentence as if such Tax period ended as of the end of the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a closing of the books and records of the Target Companies as of end of the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the “Post-period ending as of 11:59 p.m. Mountain time on the Closing Straddle Period”) Date and the period after the Closing Date in accordance with this Section 5.08. The portion of such Tax attributable proportion to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period each such period; and denominator of which is the number of days provided, further, that any Taxes attributable to any actions not in the Straddle Period, and (b) in the case Ordinary Course of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount Business that would be payable if the Straddle Period ended on and included are taken after the Closing Date. In on the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior Closing Date shall be allocated to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege PeriodBuyer.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of the Company or any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.088.3(c). The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (bii) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. The portion of Tax attributable to a Post-Closing Straddle Period shall be calculated in a corresponding manner. To the extent that any Tax for a Straddle Period is based on the greater of a Tax on net income, on the one hand, and a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (1i) paid for the privilege of doing business during a period (a “Privilege Period”) and (2ii) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will shall mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of determining the amount of Taxes of the Target Companies taken into account for any purpose under this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to any Tax Agreement for a period that begins includes but does not end on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), such Taxes shall be allocated according to the following methodology: (i) will real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Target Companies for a Straddle Period shall be apportioned allocated between the period periods described in clauses on a per diem basis based on the number of days during the portion of the Straddle Period that extends before ending with and including the Closing Date through and number of days during the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from commencing on the day after the Closing Date to Date, and (ii) Taxes that are not Per Diem Taxes, including Income Taxes and any transactional Taxes such as Taxes based on sales, revenue or payments of the end Target Companies for a Straddle Period shall be allocated between the portion of the Straddle Period (ending with and including the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of Date as if such Tax attributable to the Pre-Closing Straddle Period will (a) in the case period ended as of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based 11:59 p.m. Eastern time on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In For purposes of clause (ii) of the case preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes attributable to such a Straddle Period shall be made by means of a Tax closing of the books and records of the Target Companies as of the Closing, provided, that is exemptions, allowances, deductions or other items that are calculated on an annual basis (1) paid for including, but not limited to, depreciation and amortization deductions), excluding any amount of depreciation and amortization deductions arising from the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting transaction contemplated by the Agreement, shall be allocated between the period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting as of 11:59 p.m. Eastern time on the Closing Date and the period and not such Privilege Periodafter the Closing Date in the same method as described in clause (ii) for Per Diem Taxes.

Straddle Period. For purposes of this AgreementSubject to Section 6.5(c), the portion parties agree to treat (and to cause the Company and each of its Subsidiaries to treat) each Tax with respect to year of the incomeCompany and each of its Subsidiaries as ending at the end of the day on the Closing Date, property or operations of any Contributed Subsidiary that unless such election is attributable to not permitted in a jurisdiction under applicable Law. If any Tax period that begins year of the Company or any Subsidiary does not end at the end of the day on or before the Closing Date and ends after pursuant to the Closing Date preceding sentence (each, a “Straddle Period”) will be apportioned between ), the, with respect to any specific Tax that the period Company or any Subsidiary is required to file a Tax Return for a Straddle Period, the parties agree to utilize the following conventions for determining the amount of Taxes attributable to the portion of the Straddle Period that extends before ending at the Closing Date through end of the day on the Closing Date (the “Pre-Closing Straddle Period”) including for purposes of preparing any Tax Returns and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) Refund Forms in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will 6.5(b)): (ai) in the case of any property Taxes and other than sales or use taxessimilar Taxes imposed on a periodic basis, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount attributable to the portion of such Tax the Straddle Period ending at the end of the day on the Closing Date shall equal the Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-portion of the period ending at the end of the day on the Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period, ; and (bii) in the case of any sales or use taxesall other Taxes (including income Taxes, value-added taxesSales Taxes, employment taxesTaxes and withholding Taxes), withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal the amount attributable to the amount that would be payable if portion of the Straddle Period ended ending at the end of the day on and included the Closing Date. In Date shall be determined as if the case of Company or any Subsidiary filed a separate Tax that is (1) paid Return with respect to such Taxes for the privilege portion of doing business during a period (the Straddle Period ending at the end of the day on the Closing Date using a “Privilege Periodclosing of the books methodology”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary that is attributable to Taxes for any Tax period of the Company that begins includes but does not end on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned allocated for all purposes of this Agreement (i) to Sellers for the portion of the Tax period up to and including the close of business on the Closing Date, and (ii) to Buyer for the portion of the Tax period subsequent to the Closing Date. For that purpose, (A) real, personal and intangible property Taxes and any other Taxes levied on an annual or other periodic basis (“Per Diem Taxes”) of the Company for a Straddle Period will be allocated between the period periods described in clauses (i) and (ii) of the preceding sentence on a per diem basis based on the number of days during the Straddle Period that extends before ending with and including the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period number of days during the Straddle Period that extends from commencing on the day after the Closing Date to the end Date, and (B) Taxes that are not Per Diem Taxes, including income Taxes and any transactional Taxes such as Taxes based on sales or revenue, of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Company for a Straddle Period will be allocated between the periods described in clauses (ai) in and (ii) of the case preceding sentence as if such Tax period ended as of the close of business on the Closing Date. For purposes of clause (B) of the preceding sentence, any allocation of gross or net income or deductions or other items required to determine any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during attributable to such a Straddle PeriodPeriod will be made by means of a closing of the books and records of the Company as of the close of business on the Closing Date, provided that exemptions, allowances, deductions or periodic Taxes (such as property Taxes) that are calculated on an annual basis (including but not limited to depreciation and amortization deductions) will be deemed allocated between the period ending as of the close of business on the Closing Date and the period after the Closing Date in proportion to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to each such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For all purposes of this Agreement, in the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to Taxes for any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between , the period amount of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable Taxes allocable to the Pre-Closing Straddle Period will shall be deemed to be (a) in the case of any Taxes other than sales or use taxesTaxes, value-added taxesTaxes, employment taxesTaxes, withholding taxesTaxes, and any Tax based on upon or measured by income, receipts or profits earned during a Straddle Periodtaxable period, be deemed to be based upon occupancy during a taxable period, or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), the amount of any such Tax Taxes determined as if such taxable period ended as of the end of the Pre-Closing Straddle Period; and (b) in the case of any other Taxes not described in clause (a) above and imposed on a periodic basis (such as real or personal property Taxes), the amount of Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of 48 4862-8185-4004 v.19 calendar days in the Pre-Closing Straddle Period and the denominator of which is the number of calendar days in the entire relevant Straddle Period. For purposes of these determinations, (i) any carryforward of charitable contribution deductions, Tax credits, or other Tax attributes from a Tax period ending on or before the Closing Date to a Straddle Period will be deemed to be used fully in the Pre-Closing Straddle Period before being used in the Post-Closing Straddle Period, (ii) the Phantom Share Amount and all Company Expenses that are allowed under applicable Tax Law in a Straddle Period shall be allocated to the Pre-Closing Straddle Period, and (biii) exemptions, allowances or deductions that are calculated on an annual basis will be allocated to the Pre-Closing Straddle Period in the case same proportion as the number of any sales or use taxes, valuecalendar days during the Pre-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Closing Straddle Period bears to the number of calendar days in the entire Straddle Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing determinations, be deemed equal any deductions attributable to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case Phantom Share Amount, Company Expenses, repayment of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege PeriodIndebtedness, any reference employee bonuses, severance payments, debt prepayment fees, capitalized debt costs, or any other liabilities to a “Tax period,” a “tax period,” the extent taken into account in the determination of Net Working Capital or a “taxable period” will mean such accounting period and not such Privilege otherwise for adjustments to the purchase price pursuant to Sections 1.3 or 1.5 shall be allocated to the Pre-Closing Straddle Period.

Straddle Period. The Buyers shall duly prepare, or cause to be prepared, and file, or cause to be filed, all Tax Returns required to be filed by each of the Company and the Subsidiaries for any Taxable Period which includes but does not end on the Auburn Closing Date (a "STRADDLE PERIOD"). For purposes of this Agreement, in the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period , Taxes of each of the Straddle Period that extends before Company and the Closing Date through Subsidiaries ("PRE-CLOSING STRADDLE TAX LIABILITY") for the Closing Date (the “Pre-Closing Straddle Period”) and the Period shall, where possible, be computed as if such taxable period ended as of the close of business on the Auburn Closing Date. For purposes of the foregoing, any items attributable to a Straddle Period that extends from which cannot be taken into account in the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable manner so provided shall be allocated to the Pre-Closing Straddle Period will (a) in for purposes of determining the case of any Taxes other than sales or use taxesPre-Closing Straddle Tax Liability, value-added taxespro rata, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is upon the number of days in the Pre-Closing Straddle Period and denominator of which is Period, as compared to the total number of days in the Straddle Period, and (b) provided that if any Straddle Period Tax is based on income, then such allocation shall be based upon the amount of net income of each of the Company or the Subsidiaries, as the case may be, during such Pre-Closing Straddle Period as compared to the total net income in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period. For the avoidance of doubt, Taxes or items attributable to the cancellation of intercompany loans or indebtedness pursuant to Section 1.4 shall be deemed allocated to the Pre-Closing Straddle Period. Furthermore, for the avoidance of doubt, Taxes imposed on the Buyer (or Buyer Affiliate) pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) shall be allocable to the Pre-Closing Straddle Period in an amount equal to the amount that Taxes which would be payable imposed on the Company pursuant to Code Section 951 (or any analogous or similar state or local law or regulation) with respect to the Subsidiaries as if the Straddle Auburn Closing Date were the last day of each Subsidiary's taxable year (and taking into account Code Section 951(a)(2)(B)) (a "HYPOTHETICAL TAX PERIOD"), and computed as if such Hypothetical Tax Period ended as of the close of business on and included the Auburn Closing Date. In the case Unless otherwise indicated, a Pre-Closing Straddle Period shall be treated as a "Pre-Closing Tax Period" for purposes of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodthis Agreement.

Straddle Period. For purposes of this Agreement, In the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before includes (but does not end on) the Closing Effective Date and ends after the Closing Date (( a “Straddle Period”) will be apportioned between ), the period of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case amount of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by incomeincome or receipts of Company and its Subsidiaries or in connection with any sale, receipts transfer or profits earned during assignment (or any deemed sale, transfer or assignment) of property for the Pre-Effective Date Tax Period shall be determined based on an interim closing of the books as of the close of business on the Effective Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period, Period that relates to the Pre-Effective Date Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, fraction the numerator of which is the number of days in the taxable period ending on the Effective Date and the denominator of which is the number of days in such Straddle Period. Notwithstanding the foregoing, all Taxes attributable to the Pre-Closing Restructuring shall be allocated solely to the Pre-Effective Date Tax Period and shall be the sole obligation of Seller. In the case of any Straddle Period, the amount of any Taxes based on or measured by (i) income or receipts of Company and its Subsidiaries or (ii) in connection with any sale, transfer or assignment (or any deemed sale, transfer or assignment) of any property, for all taxable periods ending after the Effective Date and the portion after the Effective Date for any taxable period that includes (but does not end on) the Effective Date (“Post- Effective Tax Period”) shall be based on an interim closing of the books of Company as of the close of business on the Effective Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries for a Straddle Period that related to the Post- Effective Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period beginning on the day after the Effective Date and the denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.

Straddle Period. For purposes of this Agreement, Taxes of the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary Acquired Companies that is are attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period of the Straddle Period that extends before the Closing Date through and including the Closing Date (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day date immediately after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.087.1. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned or payroll paid during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned or payroll paid during a Straddle Period, be deemed equal to the amount that which would be payable if the 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 a Tax measured by net worth or some other basis not otherwise measured by income, on the other hand, the portion of such Tax related to the Pre-Closing Straddle Period and the Post-Closing Straddle Period will be determined based on the foregoing and based on the manner in which the actual Tax liability for the entire Straddle Period is determined. In the case of a Tax that is (1a) paid for the privilege of doing business during a period (a “Privilege Period”) and (2b) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean means such accounting period and not such Privilege Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Period. For purposes of this AgreementTo the extent permissible under applicable Laws, the portion Parties agree to elect (and have BrandCo and LicenseCo elect) to have the Tax year of Tax BrandCo and LicenseCo end on the Initial Closing Date and, if such election is not permitted or required in a jurisdiction with respect to a specific Tax such that BrandCo and LicenseCo are required to file a Tax Return for a Straddle Period, to utilize the income, property or operations following conventions for determining the amount of any Contributed Subsidiary that is Taxes attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before ending on the Initial Closing Date through the Closing Date Date: (the “Pre-Closing Straddle Period”) and the period of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (ai) in the case of any property Taxes and other than sales or use taxessimilar Taxes imposed on a periodic basis, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount attributable to the portion of such Tax the Straddle Period ending on the Initial Closing Date shall equal the Taxes for the entire taxable period Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days in the Pre-portion of the period ending on 12:01 a.m. Eastern Standard Time of the Initial Closing Straddle Period Date and the denominator of which is the number of calendar days in the entire Straddle Period, and (bii) in the case of any all other Taxes (including income Taxes, sales or use taxes, value-added taxesTaxes, employment taxesTaxes, withholding taxesTaxes), and any the amount attributable to the portion of the Straddle Period ending on the Initial Closing Date shall be determined as if BrandCo or LicenseCo filed a separate Tax based Return with respect to such Taxes for the portion of the Straddle Period ending on or measured 12:01 a.m. Eastern Standard Time on the Initial Closing Date using a “closing of the books methodology.” Seller will pay to Buyer within fifteen (15) days after the date on which Taxes are paid by income, receipts or profits earned during a Straddle Period, be deemed Buyer with respect to such periods an amount equal to the amount that would be payable if portion of such Taxes which relates to the portion of such Pre-Closing Tax Period or Pre-Closing Straddle Period ended on and included ending at the Initial Closing Date. In , such as the case may be. For the avoidance of a doubt, the Parties acknowledge and agree that (i) any and all Tax that is (1) paid liabilities of LicenseCo for the privilege period commencing on the Initial Closing Date and ending on the Change-in-Control Closing Date shall be the sole and exclusive obligation of doing business during a period the Buyer, (a “Privilege Period”ii) pursuant to the terms of the Support Agreements, the counterparty thereto is obligated to ensure that LicenseCo has sufficient cash available to make appropriate Tax distributions to the equity holders of LicenseCo, and (2iii) computed based on business activity occurring during an accounting period ending prior to the extent such Privilege Periodequity holders have not received sufficient cash from LicenseCo to make full payment of the applicable Taxes due for such period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean Buyer shall indemnity and hold harmless each such accounting period and not such Privilege PeriodPerson.

Straddle Period. For purposes of this AgreementSection 5.7, the portion of Tax with respect to the income, property or operations of any Contributed Subsidiary the Acquired Companies that is attributable to any Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) will be apportioned between the period portion of the Straddle Period that extends before the Closing Date through the Closing Date (the “Pre-Closing Straddle Period”) and the period portion of the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.085.7.5. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period and denominator of which is the number of days in the Straddle Period, Period and (b) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during a Straddle Period, be deemed equal to the amount that would be payable if the Straddle Period ended on and included the Closing Date. In the case The portion of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference attributable to a “Tax period,” Post-Closing Straddle Period will be calculated in a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Periodcorresponding manner.

Straddle Period. For purposes of this Agreement, In the portion of Tax with respect to the income, property or operations case of any Contributed Subsidiary that is attributable to any Tax taxable period that begins on or before the Closing Date and ends after includes (but does not end on) the Closing Date (a “Straddle Period”): (i) will the amount of any real, personal and intangible property taxes, ad valorem taxes and similar obligations (“Property Taxes”) for the portion of such Straddle Period through the end of the Closing Date shall be apportioned determined between the period of the Straddle Period that extends before (or portion thereof) ending on or prior to the Closing Date and the period (or portion thereof) beginning after the Closing Date by prorating such Property Taxes on a daily basis over the entire Straddle Period, and (ii) the amount of any non-Property Taxes (including any income taxes or similar Taxes) for the portion of such Straddle Period through the end of the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the “Pre-Closing Straddle Period”) and the taxable period of any partnership or other pass-through entity in which the Straddle Period that extends from the day after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.08. The portion of such Tax attributable to the Pre-Closing Straddle Period will (a) in the case of any Taxes other than sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based on or measured by income, receipts or profits earned during Company holds a Straddle Period, beneficial interest shall be deemed to be the amount of terminate at such Tax time); provided, however, that (x) all exemptions, allowances, or deductions for the entire taxable period multiplied by a fractionStraddle Period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the numerator of which is two short periods in proportion to the number of days in each period (y) any income, gain, sale or profit realized on the PreClosing Date but after the Closing and arising from a transaction, action or event outside of the Ordinary Course of Business will be allocated to the post-Closing Straddle Period and denominator portion of which is the number of days in the such Straddle Period, and (bz) in the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any all Transaction Tax based on or measured by income, receipts or profits earned during Deductions for a Straddle Period, Period shall be deemed equal allocated to the amount that would be payable if pre-Closing portion of the Straddle Period ended on and included the Closing Date. In the case of a Tax that is (1) paid for the privilege of doing business during a period (a “Privilege Period”) and (2) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” will mean such accounting period and not such Privilege Period.