Common use of Straddle Periods Clause in Contracts

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date.

Straddle Periods. Parent shall prepare or cause to be prepared All property and file or cause to be filed any Tax Returns of Company ad valorem taxes and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending assessments on the Closing Date in a manner consistent with Purchased Assets for any Straddle Tax Period shall be prorated between Buyer, on the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Lawone hand, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheldSellers, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to incomehand, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date based on the best information then available, with (a) the Sellers being liable for such Taxes attributable to any portion of a Straddle Tax Period ending on or prior to the Closing Date and such Taxes shall be allocable to the Pre-Closing Tax Period and (b) Buyer being liable for such Taxes attributable to any portion of a Straddle Tax Period beginning after the Closing Date. Information available after the Closing Date that alters the amount of property taxes due with respect to the Straddle Tax Period will be taken into account and any change in the amount of such taxes shall be prorated between Buyer and the Sellers. All prorations under this Section 6.16 shall be allocated so that items relating to the portion of a Straddle Period ending on or prior to the Closing Date shall be allocated to the Sellers based upon the number of days in the Straddle Tax Period on or prior to the Closing Date and items related to the portion of a Straddle Tax Period beginning after the Closing Date shall be allocated to Buyer based upon the number of days in the Straddle Tax Period after the Closing Date. The amount of all such prorations shall, if able to be calculated on or prior to the Closing Date, be paid on the Closing Date or, if not able to be calculated on or prior to the Closing Date, be calculated and paid as soon as practicable thereafter.

Straddle Periods. Parent With respect to any Straddle Return of the Acquired Companies covering a Straddle Period, Buyers shall prepare or cause such Straddle Return to be prepared and file or shall cause to be filed included in such Straddle Return all Tax items required to be included therein. In the case of a Straddle Period, any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence Taxes allocable to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the pre-Closing portion of the Straddle Period (“Pre-Closing Taxes”) that are based on or related to income, gains or receipts will be computed (by an interim closing of the books) as if such taxable period ended as of the Closing Date and any other Pre-Closing Taxes will be computed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period Period. Not later than 30 calendar days prior to the due date of each Straddle Return, Buyers shall deliver a copy of such Straddle Return to Seller for its review, and (b) Buyers shall make all reasonable changes to such Straddle Return requested by Seller not later than seven calendar days prior to the due date of such Straddle Return. Except for Post-Effective Date Taxes for which Buyers shall be responsible pursuant to Section 11.1(d), Seller shall be responsible for its pro rata share, according to Seller’s ownership interest in the case relevant Acquired Company, of any Tax based upon or related Pre-Closing Taxes for Straddle Periods with respect to incomean Acquired Company, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal but only to the amount which would be payable if extent of Seller’s ultimate ownership interest in the relevant Straddle Period ended Acquired Company (as of Closing) to which such Taxes relate with respect to the close period for which the Taxes are due, and will pay such amounts to Buyers no later than seven calendar days after the filing of business on the Straddle Return with respect to which such pre-Closing DateTaxes related.

Straddle Periods. Parent Purchaser shall prepare or cause each Tax Return required to be prepared filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Sellers. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Sellers, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any each Tax Return described in the preceding sentence required to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items be filed with respect to an Acquired Company for a Straddle Period. Sellers shall be responsible for the payment of Taxes owed with regard to a Straddle Period for the period from the commencement of the Straddle Period through the Closing Date and Purchaser shall be responsible for Taxes owed with regard to a Straddle Period after the Closing Date. For purposes of this Section 7.02, whenever it is necessary to determine the responsibility for Taxes for a Straddle Period, the determination of Taxes for the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Lawincluding, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on beginning after the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied determined by a fraction (i) the numerator of which is the number of calendar days in assuming that the Straddle Period ending on and including consists of two taxable years or periods, one of which ends at the close of the Closing Date and (ii) the denominator other of which is begins at the number beginning of calendar days in the entire date after the Closing Date, and items of income, gain, loss or credit, and state and local apportionment factors for the Straddle Period and (b) in shall be allocated between such two taxable years or periods on a “closing of the case books basis” by assuming that the books of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of Acquired Companies are closed at the close of business on 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, shall be apportioned ratably between such periods on a daily basis.

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

Straddle Periods. Parent Buyer shall prepare or cause to be prepared (on a basis consistent with past practice) and file or cause to be filed any Tax Returns of Company the Acquired Companies with respect to any period beginning before the Closing Date and its Subsidiaries for ending after the Closing Date (a "Straddle Period"), and shall pay or cause to be paid all Straddle PeriodsTaxes due with respect to such Tax Returns. Parent To the extent that the Indemnifying Stockholders may have liability with respect to such Returns, Buyer (i) shall provide any deliver each such Tax Return described in the preceding sentence to the Stockholder Representative within fourteen for review at least fifteen (1415) days prior to filingthe filing date of any such Tax Return (in cases involving Tax Returns not relating to income taxes, if it is impracticable to deliver such Tax Returns 15 days prior to the filing thereof, such Tax Returns shall be delivered to the Stockholder Representative as far prior to the filing thereof as is practicable); (ii) shall permit the Stockholder Representative to review and comment on any each such Tax Return described in the preceding sentence prior to filing; and (iii) shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative, shall report all items with respect provided that such revisions relate to the portion of the Straddle Period that ends on the Closing Date. Buyer shall be reimbursed out of the Escrow Assets within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its SubsidiariesDate, except to the extent required by applicable Law, and shall obtain such Taxes are reflected in the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, Reserves; provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant reimbursement provided for in this Section 11.5(a) shall be treated as a Loss and shall be subject to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant limitations set forth in Section 11.2 and to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Returnrelevant limitation period provided for in Section 12.4. For purposes of this Agreementthe preceding sentence, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax which that relates to the portion of such Straddle Period ending on the Closing Date shall shall: (ai) in the case of any Taxes other than Taxes based upon or related to income, income or receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period Period, and (bii) in the case of any Tax based upon or related to income, income or receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date; and provided, further, that with respect to Taxes of the Acquired Companies for a Straddle Period, Buyer shall not be reimbursed for any Taxes attributable to LIFO recapture income.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes of the Companies that are payable with respect to any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates with respect to the portion business or assets of such Straddle Period ending on the Closing Date shall (a) in Companies or otherwise measured by the case level of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxitem, be deemed to be the amount of such Tax 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 (i) 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 (ii) the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and (b) the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or related measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal allocated under this Section 11.5 shall be computed by reference to the amount which would be payable if 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 portion of any Straddle Period ended as a short taxable period ending as of the close of business on the Closing Date. Buyer and the Shareholder agree that any deductions associated with Transaction Expenses shall be included as deductions of the Companies in all Tax Returns for the Pre-Closing Periods to the extent permitted by Legal Requirement and further agree, except as otherwise required by Legal Requirement, that the “next day rule” of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) has no application with respect to such Transaction Expenses. Buyer and Shareholder further agree to apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success based fees in connection with this Agreement.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes of the Company or any of its Subsidiaries that are payable with respect to any Straddle Period, the portion of any such Taxes that constitutes Pre-Closing Taxes shall: (a) in the case of Taxes that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (b) in the case of Taxes (other than those described in clause (a) above) that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates with respect to the portion business or assets of such Straddle Period ending on the Closing Date shall (a) in Company or its Subsidiaries or otherwise measured by the case level of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxitem, be deemed to be the amount of such Tax 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 (i) 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 (ii) the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period and (b) ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the case portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Parent shall prepare or cause to be prepared All personal property Taxes, real property Taxes, and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items similar ad valorem obligations levied with respect to the portion of the Transferred Assets or Business for a Straddle Period ending on shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period as of the Closing Date based on the number of days of such taxable period included in a manner consistent with the Ordinary Course Pre-Closing Tax Period and the number of Company days of such taxable period included in the Post-Closing Tax Period. All other Taxes (including sales, use, value added, goods and its Subsidiariesservices and other similar Taxes, except employment Taxes, withholding Taxes, and any Tax based on or measured by income, receipts or profits) attributable to the extent required by applicable Law, ownership and operation of the Business and the Transferred Assets for a Straddle Period shall obtain be allocated between the Stockholder Representative’s Written consent (not to Pre-Closing Tax Period and the Post-Closing Tax Period based on a deemed “closing of the books” at the close of the Closing Date. Seller shall be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing liable for the amount of such Escrow Account) (or, at its election, otherwise pursuant Taxes that is apportioned to Article VIII) the Pre-Closing Tax Period (which Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreementshall be considered Excluded Taxes), in the case of any Taxes that are imposed on a periodic basis and payable Buyer shall be liable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which Taxes that is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal apportioned to the Post-Closing Tax Period. Within a reasonable period, Seller, on the one hand, and Buyer, on the other hand, shall present a statement to the other setting forth the amount of reimbursement to which would each is entitled under this Section 6.2, together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be payable if paid by the relevant Straddle Period ended as party owing it to the other party within 10 days after delivery of such statement. Any payment required under this Section 6.2 and not made within 10 days after delivery of the close statement shall bear interest at the rate per annum determined, from time to time, under the provisions of business on Section 6621(a)(2) of the Code for each day until paid. For the avoidance of doubt, any employment Taxes attributable to a Pre-Closing DateTax Period but deferred pursuant to the Coronavirus, Aid, Relief and Economic Security Act shall be considered Taxes incurred in a Pre-Closing Tax Period.

Straddle Periods. Parent shall The Buyers will prepare or cause to be prepared and file or cause to be filed when due any Tax Returns of the Company or with respect to the assets or activities of the Company for Straddle Periods and its Subsidiaries for will remit all Straddle PeriodsTaxes shown due on such Tax Returns. Parent shall provide any The Buyers will permit the Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing and will make such revisions to such Tax Returns unless the Buyers reasonably determine that a proposed revision is not appropriate. The Seller will pay to the Stockholder Representative within fourteen (14) Buyers no later than two days prior to filing, shall permit the Stockholder Representative date on which the Buyers pay the Taxes shown due on the Tax Returns an amount equal to review and comment on any the portion of such Taxes for which the Seller is liable pursuant to this Section 10 to the extent such Tax Return prior Liability is not included as a Liability in the determination of Net Working Capital under Section 2.3. To the extent permitted or required by law or administrative practice, the taxable year of the Company which includes the Closing Date shall be treated as closing on (and including) the Closing Date. Where it is necessary for purposes of this Section 10 to filing, shall report all items apportion between the Seller and the Buyers the Taxes of the Company or with respect to the portion assets or activities of the Company for a Straddle Period ending (which is not treated under the immediately preceding sentence as closing on the Closing Date), such liability shall be apportioned between the period deemed to end at the close of the Closing Date, and the period deemed to begin at the beginning of the day following the Closing Date in a manner consistent with on the Ordinary Course basis of Company and its Subsidiariesan interim closing of the books, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Periodbasis, the portion of such Tax which relates that shall be allocated to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period Period. For purposes of this Section 10, if any transaction occurs on the Closing Date but after the Closing has occurred, and (b) in that transaction is outside the case Ordinary Course of any Tax based upon Business or related otherwise is with respect to income, receipts, sales, use tax, value added tax, goods assets and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as activities of the close of business Company, that transaction shall be treated as having occurred on the day following the Closing Date.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (aA) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use taxuse, value added tax, goods and services tax, withholding tax or payroll taxpayroll, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i1) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii2) the denominator of which is the number of calendar days in the entire Straddle Period and (bB) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxpayroll, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business the Closing Date. For purposes of this Section 6.8(c), to the maximum extent permitted by Law, (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period; (B) any Tax or item of income, gain, loss, deduction or credit resulting from a Parent Closing Date Transaction shall be allocated to the portion of the Straddle Period beginning on the day after the Closing Date; and (C) any item of deduction attributable to any Transaction Expenses and other items incurred by the Unitholders shall be allocated to the portion of the Straddle Period ending on the Closing Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, the parties agree that for purposes of determining income, profit, loss, deduction, or any other items allocable to any Tax period of the Company, such items will be determined using the interim closing of the books method under Code Section 706 and Treasury Regulations Section 1.706-4 (or any similar or corresponding provision of state or local law), using the “calendar day” convention, effective as of the end of the Closing Date.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for For all Straddle Periods. Parent shall provide any Tax Return described purposes under this Agreement, in the preceding sentence to case of any Straddle Period, the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect portion of Taxes that are allocable to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent will be: (not to be unreasonably withheld, condition or delayedi) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Property Taxes that are and other Taxes imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related without regard to income, gross receipts, payroll or sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax Taxes for the entire Straddle Period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the portion of such Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (bii) in the case of any Tax based upon or related to incomeall other Taxes, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if determined as though the relevant Straddle Period ended as taxable year terminated at the end of the close of business on the Closing Date. If any Taxes for a Straddle Period relating to the Purchased Assets or the Assumed Liabilities that are allocated to the Pre-Closing Tax Period under this Section 5.12 are paid by the Purchaser, on the one hand, or if any Taxes for a Straddle Period relating to the Purchased 31 Assets or the Assumed Liabilities that are allocated to the Post-Closing Tax Period under this Section 5.12 are paid by the Seller, on the other hand, the proportionate amount of such Taxes allocable to the other party shall be paid promptly by such other party to the party that paid such Taxes to the applicable Governmental Authority promptly after the payment of such Taxes. To the extent any amounts are paid by the Seller to the Purchaser under this Section 5.12, such amounts shall not be duplicatively indemnified against as an Excluded Liability.

Straddle Periods. Parent All real property Taxes, personal property Taxes and similar ad valorem obligations with respect to the Business or the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a Governmental Authority, a landlord or other third party, shall prepare or cause be apportioned between Buyer and Seller as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax period ending on the Closing Date and the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Buyer shall be prepared responsible for filing all Tax Returns relating to such Taxes with respect to the Business and file or cause the Acquired Assets required to be filed after the Closing Date. For any such Tax Returns of Company Return relating to a Tax period that begins on or prior to, and its Subsidiaries for all Straddle Periods. Parent ends after, the Closing Date, Buyer shall provide any such Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) Seller at least 30 days prior to filingthe date on which such Tax Return is required to be filed (but in no event earlier than 30 days after the Closing Date), for Seller’s review and comment. Seller shall permit the Stockholder Representative have ten days to review and comment on any such Tax Return Return, which comments Buyer shall take into consideration in its sole discretion. Buyer shall provide such Tax Returns to the Seller at least ten business days prior to filing, shall report all items with respect to the portion of the Straddle Period ending date on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent which any such Tax Return is required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheldfiled, condition or delayed) prior for Seller’s review and comment. Seller shall have five business days to filing review and comment on any such Tax Return. Parent , which comments Buyer shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at take into consideration in its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Datesole discretion.

Straddle Periods. Parent For a taxable period that begins on or before the Closing Date and ends after Closing Date (a “Straddle Period”), Purchaser shall prepare or cause to be prepared prepared, at Purchaser’s expense, and timely file or cause all Tax Returns for the Company which are required to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in after the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items Closing Date with respect to such Straddle Periods (the portion “Straddle Returns”). Subject to the requirements of the applicable Tax Law, each Straddle Period ending on the Closing Date Return shall be prepared in a manner consistent with past practices of the Ordinary Course of Company Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and its Subsidiaries, except to the extent required by applicable Lawother primary authority, and in accordance with the Reporting Position. The Purchaser shall obtain the Stockholder Representative’s Written consent deliver any Straddle Return (not along with associated tax workpapers) relating to be unreasonably withheld, condition or delayed) prior Straddle Period which shows a Tax owing allocable to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the a Pre-Closing Taxes shown as due Period to the Sellers’ Representative for its review and comment at least thirty (30) days prior to the date on which such Straddle Period Tax Return. For purposes of this AgreementReturn is required to be filed (taking into account extensions) or, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle PeriodReturn due within thirty days after the end of the taxable period to which that return relates, as soon as practical. If the Sellers’ Representative disputes any item on any such Straddle Return, it shall, within ten (10) days of receiving such Straddle Return, notify the Purchaser of such disputed item (or items) and the basis for its objection. Sellers’ Representative and Purchaser shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle Return is required to be filed. If Sellers’ Representative and Purchaser cannot resolve any disputed item, the portion item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Sellers and the Purchaser. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Straddle Return at issue (taking into account applicable extensions), then such Straddle Return shall be filed as prepared by Purchaser, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Purchaser shall provide a copy of such Tax which relates Returns to Sellers’ Representative promptly after the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount filing of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing DateReturns.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries the Acquired Companies for all Straddle Periods. Pursuant to Article 10 and subject to any limitations therein but without limiting any of Parent’s rights under Article 10, Parent shall provide any Tax Return described in may recover from the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect Holdback an amount equal to the portion of such Taxes of the Acquired Companies which relates to the portion of any Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent Date. At least ten (not to be unreasonably withheld, condition or delayed10) days prior to filing any such Tax Return. Parent shall pay, income or cause to be paid, all Taxes shown as due on each such other material Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount shall submit a copy of such Escrow Accountincome or other material Tax Return to the Securityholder Representative for the Securityholder Representative’s review and comment, and Parent shall reflect in good faith any reasonable comments provided by the Securityholder Representative with respect to such Tax Returns at least five (5) (or, at its election, otherwise pursuant days prior to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Returndate thereof. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such any Tax which that relates to the portion of such any Straddle Period ending on the Closing Date shall (a) in the case of any real property, personal property and similar ad valorem Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxother Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date. Tax Liabilities determined under Sections 951 and 951A of the Code with respect to any non-U.S. Subsidiary of the Company shall be determined by assuming that the Tax period of each Acquired Company ended as of the Closing Date (such that all Tax Liabilities determined under Sections 951 and 951A of the Code that are attributable to economic activity occurring on or before the Closing Date will be allocable to a Tax period (or portion thereof) ending on or prior to the Closing Date).

Straddle Periods. Parent Purchaser shall prepare or cause each Tax Return required to be prepared filed with respect to an Acquired Company for any Straddle Period, in accordance with Applicable Law and consistent with past practice. At least 20 days prior to the date on which any such Tax Return for a Straddle Period is due (after taking into account any valid extension), Purchaser shall deliver such Tax Return to Seller. No later than five days prior to the date on which any such Tax Return for any Straddle Period is due (after taking into account any valid extension), Seller, after reasonable consultation with Purchaser, may make reasonable changes and revisions to the pre-Closing portion of such Tax Return. Purchaser shall file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any each Tax Return described in the preceding sentence required to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items be filed with respect to an Acquired Company for a Straddle Period. Pursuant to Article 10, but without limiting any of Purchaser’s rights under Article 10, Purchaser may recover from the Indemnity Escrow Fund an amount equal to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) to the extent not accounted for in the case determination of the Aggregate Consideration pursuant to this Agreement or covered by any Straddle Period UK Corporation Tax Payments (as defined below). For purposes of this Section 7.02 and Section 10.02(e), the portion of any Taxes other than Taxes based upon or related Tax that relates to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount portion of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the any Straddle Period ending on and including the Closing Date and (ii) shall be deemed equal to the denominator amount of Tax which is would be payable if the number of calendar days in the entire relevant Straddle Period ended on the Closing Date. For the avoidance of doubt, for purposes of this Section 7.02 and (b) in Section 10.02(e), the case portion of United Kingdom corporation tax that relates to the portion of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, Straddle Period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date (such amount being referred to as the “Straddle Period Pre-Closing UK Corporation Tax Amount”). In the event that the Acquired Companies make any payments prior to Closing to HM Revenue and Customs in respect of United Kingdom corporation tax of the Acquired Companies where such tax is referable in whole or part to a Straddle Period then to the extent that such payments are referable to a Straddle Period (such payments being referred to as “Straddle Period UK Corporation Tax Payments”) and Purchaser (acting in good faith) determines that the aggregate of such Straddle Period UK Corporation Tax Payments exceeds the aggregate Straddle Period Pre-Closing UK Corporation Tax Amount of the Acquired Companies, Purchaser shall pay Seller an amount equal to the excess. Without duplication, to the extent that Purchaser actually receives, within twenty-four months after the Closing Date, a refund from the relevant Governmental Authority of Taxes of the Acquired Companies allocable to the Pre-Closing Tax Period or the pre-Closing portion of the Straddle Period which Taxes were paid by the Acquired Companies prior to the Closing, Purchaser shall pay the amount of such refund within 14 days of receipt or as soon as reasonably practicable, net of any Tax or other cost to Purchaser and its Affiliates of obtaining and receiving such refund, to Seller, except to the extent such refund was accounted for in the determination of the Aggregate Consideration. For the avoidance of doubt in calculating the Straddle Period Pre-Closing UK Corporation Tax Amount any group relief that would be available to the Acquired Companies in respect of the Straddle Period shall be taken so long as Purchaser determines that such group relief would not have any adverse effect on Purchaser or its Affiliates.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed For purposes of this Agreement, if the Closing occurs, any Tax Returns of Holdings or the Company and its Subsidiaries for all Straddle Periods. Parent shall provide that is attributable to any Tax Return described in period that begins on or before the preceding sentence to Cutoff Date and ends after the Stockholder Representative within fourteen Cutoff Date (14a “Straddle Period”) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to will be apportioned between the portion of the Straddle Period ending on that extends before the Closing Cutoff Date in a manner consistent with through and including the Ordinary Course Cutoff Date (the “Pre-Cutoff Straddle Period”) and the portion of Company and its Subsidiaries, except the Straddle Period that extends from the date immediately after the Cutoff Date to the extent required by applicable Law, and shall obtain end of the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in (the case of any Taxes that are imposed on a periodic basis and payable for a “Post-Cutoff Straddle Period, the ”) in accordance with this Section 5.1. The portion of such Tax which relates attributable to the portion of such Pre-Cutoff Straddle Period ending on the Closing Date shall will (a) in the case of any Taxes other than Taxes sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or related to measured by income, receiptsreceipts or profits earned during a Straddle Period, salesbe deemed equal to the amount which would be payable if the Straddle Period ended on and included the Cutoff Date, use tax, value added tax, goods and services tax, withholding tax or payroll tax(b) in the case of any other Taxes, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the Pre-Cutoff Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the Straddle Period. The portion of Tax attributable to a Post-Cutoff Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing, (A) any item determined on an annual or periodic basis (including amortization and depreciation deductions) for income Tax purposes shall be allocated to the Pre-Cutoff Straddle Period based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period Period; (B) any Tax or item of income, gain, loss, deduction or credit from a Buyer Closing Date Transaction shall be allocated to the Post-Cutoff Straddle Period; and (bC) in any item of deduction attributable to any Transaction Deductions accruing on or before the case Closing Date shall be allocated to the portion of the Straddle Period ending on the Cutoff Date, regardless of whether accrued before or after the Cutoff Date; and (D) any Tax based upon or related to item of income, receiptsgain, sales, use tax, value added tax, goods and services tax, withholding tax loss or payroll tax, deduction from activities outside the Ordinary Course of Business during the Interim Period shall be deemed equal allocated to the amount which would be payable if the relevant Pre-Cutoff Straddle Period ended as of the close of business on the Closing DatePeriod.

Straddle Periods. Parent For purposes of this Agreement, Taxes for a Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect apportioned to the portion of the Straddle Period ending that ends on the Closing Date in a manner consistent with (the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the “Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis Period”) and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on that ends after the Closing Date shall (athe “Post-Closing Tax Period”) using the following conventions: (A) in the case of any property Taxes and other than similar Taxes based upon or related to incomeimposed on a periodic basis, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such apportioned to a Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire Straddle Period multiplied by a fraction (i) 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 (ii) the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period; and (bB) in the case of any Tax based upon or related to incomeall other Taxes (including income Taxes, receiptsemployment Taxes, sales, and sales and use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal Taxes) the amount apportioned to the amount which would Pre-Closing Tax Period shall be payable determined as if the relevant Company had filed a separate Return with respect to such Taxes for the portion of the Straddle Period ended as ending on the end of the close of business day on the Closing Date.Date using a closing of the books methodology, and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period. For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period and the balance of such items shall be apportioned to the Post-Closing Tax Period. 45

Straddle Periods. Parent shall prepare In the case of any taxable period or cause periods of the Companies or LUHI starting on or before the Closing Date and ending after the Closing Date (in each case, a “Straddle Period”), with respect to be prepared and file or cause Tax Returns required to be filed by any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items Companies or LUHI with respect to a Straddle Period (collectively, the “Straddle Period Returns”), for purposes of determining the amount of Taxes that are payable for a Straddle Period, the portion of such Taxes which relate to the pre-Closing portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent shall: (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (ai) in the case of any Taxes such as real and personal ad valorem taxes, sales taxes, employment taxes and other than similar Taxes that in each case, are not measured by or based upon or related to on income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax Taxes for the entire Straddle Period multiplied by a the fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date (at the end of such Closing Date), and (ii) the denominator of which is the number of calendar days in the entire Straddle Period Period; and (bii) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxall other Taxes, be deemed equal to the amount of Taxes which would be payable if the relevant Straddle Period ended on and included the Closing Date (at the end of such Closing Date). Seller shall have the obligation to pay solely those Taxes shown as due and payable by the Companies or LUHI on the applicable Straddle Period Returns with respect to the pre-Closing portion of a Straddle Period allocated to the Companies. Seller shall pay to Buyer those Taxes allocated to the Companies in the prior sentence no later than five (5) Business Days before Buyer is required to file such Straddle Period Reh1rns with the applicable Taxing Authority (including extensions), except to the extent the amount of the close of business specific Taxes for a Straddle Period were included as a current liability in determining the Final Net Working Capital as reflected on the Final Closing DateStatement.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries the Acquired Companies for all Straddle Periods. Parent shall provide a draft of any such Tax Returns (which draft may be a pro forma Tax Return described in the preceding sentence or a redacted draft showing only information relating to the Stockholder Pre-Closing Tax Period and the Acquired Companies) that shows a cash Tax liability for which the Indemnitees may claim a right to indemnification under this Agreement in excess of $500,000 to the Securityholder Representative within fourteen for review no less than thirty (1430) days prior to filing, shall permit the Stockholder Representative to review and comment on any due date for timely filing of such Tax Return Returns, or if the due date is within thirty (30) days of the Closing Date, as promptly as practicable after the Closing Date, and Parent shall consider in good faith any reasonable comments provided by the Securityholder Representative with respect to such Tax Returns at least ten (10) days prior to filingthe due date thereof. Pursuant to Article 10 but without limiting any of Parent’s rights under Article 10, shall report all items with respect Parent may recover from the Indemnity Escrow Fund an amount equal to the portion of such Taxes which relates to the portion of any Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Lawthat such Taxes were not previously taken into account in determining Unpaid Company Transaction Expenses or as a liability in determining the Closing Working Capital, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown each as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered finally determined pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax ReturnSection 2.08. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis Section 7.02 and payable for a Straddle PeriodSection 10.02(i), the portion of such any Tax which that relates to the portion of such any Straddle Period ending on the Closing Date shall (a) in the case of any real property, personal property and similar ad valorem Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxother Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date. Tax Liabilities determined under Sections 951 and 951A of the Code shall be determined by assuming that the taxable period of each Acquired Company ended as of the Closing Date (such that all Tax Liabilities determined under Sections 951 and 951A of the Code that are attributable to economic activity occurring on or before the Closing Date will be allocable to a taxable period (or portion thereof) ending on or prior to the Closing Date).

Straddle Periods. Parent (a) Unless prohibited by applicable Law, the taxable period of the Company shall prepare or cause to be prepared and file or cause to be filed closed as of the close of business on the Closing Date. In any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall case where applicable Law does not permit the Stockholder Representative Company to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending close its taxable period on the Closing Date or in any case in which a manner consistent Tax is assessed with respect to a taxable period which includes the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent Closing Date (but does not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due end on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Accountday) (ora “Straddle Period”), at its electionthen Taxes, otherwise pursuant if any, attributable to Article VIIIa Straddle Period shall be allocated (i) to the Pre-Closing Taxes shown as due on such Periods for the period up to and including the Closing Date, and (ii) to the Post-Closing Periods for the period subsequent to the Closing Date. For Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to incomeincome or receipts or imposed in connection with any transaction, receiptsthe Taxes, salesif any, use taxshall be allocated based on a closing of the books method, provided that exemptions, allowances or deductions (other than deductions (or reduced deductions) that are attributable to increased (or decreased) Tax basis of the assets transferred to the Company in the Restructuring Transactions) that are calculated on an annual basis shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period and deductions (or reduced deductions) that are attributable to increased (or decreased) Tax basis of the assets transferred to the Company in the Restructuring Transactions shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period after the relevant Restructuring Transaction. For Straddle Period Taxes measured by the amount or level of any item (including such Taxes as are measured by the amount of capital or the value added taxof intangibles), goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for Taxes that are determined by multiplying (x) the entire Straddle Period multiplied amount or level of such items immediately prior to the Closing by (y) a fraction (i) 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 (ii) the denominator of which is the number of calendar days in the entire Straddle Period, shall be allocated to the Pre-Closing Period, and the remaining amount shall be allocated to the Post-Closing Period. For all Straddle Period and Taxes not described above, the amount of such Taxes that are determined by multiplying (bA) the amount of such Taxes for the entire Straddle Period by (B) a fraction, the numerator of which is the number of calendar days in the case portion of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business ending on the Closing DateDate and the denominator of which is the number of calendar days in the entire Straddle Period, shall be allocated to the Pre-Closing Period and the remaining amount shall be allocated to the Post-Closing Period.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries the Acquired Companies for all Straddle Periods and all such Tax Returns (to the extent relating to Pre-Closing Tax Periods) shall be prepared consistent with past practice except as otherwise required by Applicable Law. Parent shall provide any all Tax Return Returns described in the preceding sentence to the Stockholder Equityholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to for its review and comment on any approval (such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (approval not to be unreasonably withheld, condition withheld or delayed) at least fifteen (15) Business Days prior to the due date (taking into account any extension) for the filing any of such Tax ReturnReturns. Parent shall pay, or cause make all changes reasonably requested by the Equityholder Representative no less than five (5) Business Days prior to be paid, all Taxes shown as the due on each date of such Tax ReturnReturns. For the avoidance of doubt, providedpursuant to Article 10, however, that Parent may recover from the Indemnity Escrow Account, without duplication of any Fund an amount recovered pursuant equal to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Taxes required to be remitted with such Tax Returns which relates to the portion of such Taxable period ending on the Closing Date. For purposes of this Section 7.02 and Section 10.02(f), the portion of any Tax that relates to the portion of any Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to incomereal property, receipts, sales, use tax, value added tax, goods personal property and services tax, withholding tax or payroll taxsimilar ad valorem Taxes, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days of such Straddle Period in the Straddle Pre-Closing Tax Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period Period, and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxother Tax, be deemed equal to the amount which would be payable if the taxable year of the relevant Straddle Period ended as of Acquired Company terminated at the close of business on the Closing Date.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed In the case of any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in period that includes (but does not end on) the preceding sentence to the Stockholder Representative within fourteen Closing Date (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior period hereinafter is referred to filingas a “Straddle Period”), shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) any Taxes based on or measured by income or receipts of the Company or any of the Acquired Companies for the Pre-Closing Tax Period shall be determined based on an interim closing of the books of such Acquired Company as of the Closing Date and the amount of other Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable Acquired Companies for a Straddle Period, the portion of such Tax which Period that relates to the portion of such Straddle Pre-Closing Tax Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the an amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction (i) the numerator of which is the number of calendar days in from the beginning of the Straddle Period ending on through and including the Closing Date and (ii) the denominator of which is the number of calendar days in such Straddle Period. For purposes of this Agreement, any Tax allocated to the entire Pre-Closing Tax Period under this Section 6.4(a) and not taken into consideration pursuant to Section 1.6 in determining Net Working Capital shall be treated as an Excluded Liability and shall be the responsibility of the Company. For purposes of this Agreement, a portion of each property Tax or similar Tax with respect to the Transferred Assets that is attributable to any Straddle Period shall be treated as an Excluded Liability and (b) in shall be the case responsibility of any Tax based upon or related to incomethe Company, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, that portion shall be deemed equal to the total amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which would be payable if is the relevant Straddle Period ended as number of the close of business on days in such taxable period falling before and including the Closing Date, and the denominator of which is the total number of days in such taxable period. The remainder of any such Tax shall be the responsibility of Purchaser.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return described in the preceding sentence prior to filing, filing and shall and report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent accordance with the Ordinary Course instructions of Company and its Subsidiaries, Seller Representative except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow AccountHoldback Amount, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow AccountHoldback Amount) (or, at its election, otherwise pursuant to Article VIII) an amount equal to the Preportion of such Taxes which relates to the portion of such taxable period ending on the Closing Date to the extent such Taxes were not taken into account in determining the final binding Net Current Assets to reduce the Initial Merger Consideration dollar-Closing Taxes shown as due on such Straddle Period Tax Returnfor-dollar under Section 1.7(e). For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such any Tax which that relates to the portion of such any Straddle Period ending on the Closing Date shall (aA) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use taxuse, value added tax, goods and services tax, withholding tax or payroll taxpayroll, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i1) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii2) the denominator of which is the number of calendar days in the entire Straddle Period; provided, however, that, if the amount of periodic Taxes imposed for such Straddle Period reflects different rates of Taxes 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 (bB) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxpayroll, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date except that exemptions, allowances or deductions that are not covered under the rules of Code Sections 451 and 461 shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date.

Straddle Periods. Parent shall prepare or cause to be prepared All property and file or cause to be filed any Tax Returns of Company ad valorem taxes and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending assessments on the Closing Acquired Assets for any taxable period that begins on or before and ends after the Effective Date in (a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a “Straddle Period”) shall be prorated between the Debiopharm and ImmunoGen, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Effective Date based on the best information then available, with (a) ImmunoGen being liable for such Taxes attributable to any portion of a Straddle Period ending prior to the Effective Date and such Taxes shall be allocable to the Pre-Closing Tax Period and (b) Debiopharm being liable for such Taxes attributable to any portion of a Straddle Period beginning on or after the Effective Date. Information available after the Effective Date that alters the amount of property taxes due with respect to the Straddle Period will be taken into account and any change in the amount of such taxes shall be prorated between Debiopharm and ImmunoGen. All prorations under this Section 7.10 shall be allocated so that items relating to the portion of a Straddle Period ending on or prior to the Effective Date shall be allocated to ImmunoGen based upon the number of days in the Straddle Period on or prior to the Effective Date and items related to the portion of a Straddle Period beginning after the Effective Date shall be allocated to Debiopharm based upon the number of days in the Straddle Period after the Effective Date. The amount of all such prorations shall, if able to be calculated on or prior to the Effective Date, be paid on the Effective Date or, if not able to be calculated on or prior to the Effective Date, be calculated and paid as soon as practicable thereafter.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent PGG shall provide any CMH with copies of each Straddle ---------------- Period Tax Return described at least 30 days before its due date (giving effect to any extensions thereto), accompanied by a statement calculating in reasonable detail the preceding sentence C/M Parties' indemnification obligation pursuant to Section 11.7 (the Stockholder Representative within fourteen (14) days prior to filing, "Tax Indemnification Statement"). CMH shall permit have the Stockholder Representative right to review and comment on any each such Straddle Period Tax Return prior to filing, shall report all items with respect to and the portion related Tax Indemnification Statement before the filing of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, If CMH disputes any amounts shown due on any such Tax Returns or the amount calculated in the case related Tax Indemnification Statement, CMH and PGG shall consult and attempt to resolve in good faith any issues arising as a result of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion review of such Straddle Period ending Tax Return and Tax Indemnification Statement. If CMH agrees to the Tax Indemnification Statement amount, CMH shall pay to PGG an amount equal to the Taxes shown on the Closing Date Tax Indemnification Statement not later than three Business Days before the due date (including any extensions thereof) for payment of Taxes with respect to the related Straddle Period Tax Return. If CMH and PGG are unable to resolve any dispute within 30 days after CMH's receipt of such Straddle Period Tax Return and Tax Indemnification Statement, the dispute shall be resolved by PricewaterhouseCoopers, acting as an expert and not as an arbitrator (athe "Independent Auditor") which shall resolve any issue in dispute as promptly as practicable. One-half of all fees and disbursements of the case Independent Auditor shall be paid by CMH and one-half shall be paid by PGG. If the Independent Auditor is unable to make a determination with respect to any disputed issue before the due date (including any extensions) for the filing of the Straddle Period Tax Return in question, PGG shall file, or shall cause to be filed by the Acquired Subsidiaries, such Straddle Period Tax Return without such determination having been made. Upon delivery to CMH and PGG by the Independent Auditor of its determination, CMH shall pay to PGG any Taxes other than Taxes based upon or related with respect to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed such Straddle Period Tax Return which the Independent Auditor determined to be the proper amount of such Tax for chargeable to CMH pursuant to this Section 11.4. The determination by the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on Independent Auditor shall be final, conclusive and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business binding on the Closing DateParties.

Straddle Periods. Parent shall prepare or cause to be prepared Any Taxes (other than federal and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any state income Taxes in the event that a short period Tax Return described in the preceding sentence is filed with respect to the Stockholder Representative within fourteen (14such Taxes) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending Company that relate to a Tax period which begins on or before the Closing Date and ends after the Closing Date (a "STRADDLE PERIOD") shall be apportioned between the Pre-Closing Partial Period and the portion of such Straddle Period beginning on the day after the Closing Date (the "POST-CLOSING PARTIAL PERIOD"), (i) in the case of real or personal property Taxes (and any other ad valorem Taxes on a manner consistent with per diem basis) and, (ii) in the Ordinary Course case of other Taxes, on an "INTERIM CLOSING OF THE BOOKS" method. The Purchaser shall cause the Company and its Subsidiaries, except to the extent required by applicable Lawfile any Tax Returns for any Straddle Period, and the Purchaser shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, pay all Taxes shown as due on each any such Tax Returns. With respect to any such Tax Returns for any Straddle Period required to be filed by the Company and not required to be filed prior to the Closing Date, the Company shall provide the Seller with copies of any such completed Tax Return at least thirty (30) business days prior to the due date for filing of such Tax Return and the Seller shall have the right to review such Tax Return prior to the filing of such Tax Return, provided, however, that Parent may recover from . The Seller and the Escrow Account, without duplication of Purchaser agree to consult and resolve in good faith any amount recovered pursuant to Article VIII (by reducing the amount issues arising as a result of such Escrow Account) (or, at its election, otherwise pursuant review. The Seller shall pay the Purchaser all such Taxes apportioned to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Partial Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates (to the portion of such Straddle Period ending on extent not paid by the Company prior to the Closing Date shall (a) or reflected in the case Post-Closing adjustment under SECTIONS 2.3 and 2.4) due pursuant to the filing of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be such Tax Returns under the amount provisions of this SECTION 9.7(b) within fifteen (15) business days of receipt of notice of such Tax for filing by the entire Straddle Period multiplied by a fraction (i) Purchaser, which notice shall set forth in reasonable detail the numerator calculations regarding the Seller's share of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Datesuch Taxes.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, Income Taxes shown on a Tax Return for a Straddle Period prepared consistent with past tax practice and accounting methods shall be allocated between the Pre- and Post-Closing Straddle Periods on the basis of the actual Taxable income for each such Period, determined by (i) an interim closing of the books at the close of the Closing Date (or such other allocation method as the Parties may agree to in writing), and (ii) as to each Straddle Period, treating each member of the case combined group that is includable in a Combined Income Tax Return for the entire Straddle Period as included in such Combined Income Tax Return, and by treating any member of the combined group that is not includable in such Combined Income Tax Return for the entire Straddle Period as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the Purchaser and Sellers regarding the amount of Taxes allocated to the Pre-Closing Straddle Period shall be resolved in accordance with the principles of Section 10.6(e) of this Agreement. Sellers shall pay to Purchaser the excess of any Taxes that are imposed amount allocated (based upon the undisputed amount of Tax shown on a periodic basis and payable each executed Income Tax Return for a Straddle Period, the portion of such Tax which relates ) to the portion of such Pre-Closing Straddle Period ending on over the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date; or Purchaser shall pay to Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (ai) in the case of any Taxes other than Taxes based upon or related to incomereal and personal property Taxes, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by on a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date per diem basis and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of all other Taxes, on the basis of the actual activities of the applicable entity. Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount due under this Section 10.2(d) upon the later of (i) five days before the filing date of the Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Return for a Straddle Period ended as upon which such payment is based or (ii) ten days after receipt by the Seller of the close of business on the Closing Dateexecuted Tax Return upon which such payment is based.

Straddle Periods. Parent With respect to Taxes for which a Core Subsidiary is liable (“Entity Level Tax”), if the Transfer does not end the taxable period with respect to that Entity Level Tax, then that taxable period shall constitute a “Straddle Period.” With respect to each Straddle Period, each Purchaser will prepare or cause all returns relating to be prepared Entity Level Tax for the Straddle Period in a manner consistent with past practices of the Core Subsidiary and file or cause will submit a copy of the returns to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen Seller no later than thirty (1430) calendar days prior to filingfiling for Seller’s approval, which approval will not be unreasonably withheld, together with a proposed allocation of any Entity Level Taxes between the applicable Purchaser and Seller, computed assuming that the Straddle Period consisted of two separate taxable periods, the first such period ending on the Closing Date, which period shall permit be the Stockholder Representative responsibility of Seller, and the second such period commencing immediately after the Closing Date and ending with the end of the taxable year of such Core Subsidiary, which period shall be the responsibility of the applicable Purchaser. If Seller has no objections to review such returns or the resulting allocation of responsibility for Entity Level Taxes, or if Purchaser agrees to the changes proposed by Seller, such returns and comment the resulting allocation of responsibility for Entity Level Taxes (as so modified) shall be binding upon Seller. If Purchaser and Seller cannot resolve any disagreements with respect to the proposed returns and the resulting allocation of responsibility for Entity Level Taxes within fifteen (15) calendar days after Seller delivers to Purchaser any objections thereto, Purchaser and Seller jointly shall select an independent tax expert to resolve such differences, with the fees and costs of such tax expert to be shared equally between Purchaser and Seller, and with the decision of such tax expert as to any matters in dispute between Purchaser and Seller to be binding and conclusive on any such Tax Return both Purchaser and Seller. Seller will pay to Purchaser at least five (5) Business Days prior to filing, shall report all items the date on which Entity Level Taxes are paid with respect to such periods (or if later, upon a resolution by the independent tax expert of any disagreement between Seller and Purchaser with respect thereto) an amount equal to the portion of the Entity Level Taxes required to be paid by Seller pursuant to this Agreement which properly relate to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company (as agreed to between Seller and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall payPurchaser as set forth above, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from in the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount absence of such Escrow Account) (oragreement, at its election, otherwise pursuant to Article VIII) as determined by the Pre-Closing independent tax expert as set forth above). Any refunds of Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes received that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates properly relate to the portion of such the Straddle Period ending on for which Seller is responsible for Taxes as provided in this Section 5.11(b) will be promptly paid to Seller, provided that no amounts shall be paid to Seller with respect to such portion of the Closing Date shall (a) Straddle Period if such amounts have been taken into account in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be calculating the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of Net Assets or any Tax based upon or related Price Adjustment made pursuant to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Datethis Agreement.

Straddle Periods. Parent Buyer shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of Company with respect to the Business and its Subsidiaries the Purchased Assets for all any taxable period that includes but does not end on the Closing Date (a “Straddle PeriodsPeriod”). Parent Buyer shall provide a draft of any such Tax Return described in the preceding sentence to the Stockholder Representative within fourteen Seller at least thirty (1430) days prior to filingthe due date thereof for Seller’s review, and shall permit the Stockholder Representative to review incorporate any reasonable comments provided thereto by Seller. Liability for all real property Taxes, personal property Taxes and comment on any such Tax Return prior to filing, shall report all items other ad valorem Taxes levied with respect to the portion of Business or the Purchased Assets in any Straddle Period ending shall be apportioned between Seller and Buyer based on the Closing Date number of days in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates prior to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date (for which Seller shall be liable) and (ii) the denominator of which is the number of calendar days in the entire such Straddle Period and after the Closing Date (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, for which Buyer shall be deemed equal liable). Each party shall pay to the amount other any Taxes for which would be it is liable hereunder that are payable if by such other party to an applicable Governmental Authority at least ten (10) days prior to the relevant Straddle Period ended as due date thereof. For the avoidance of doubt, the foregoing portion of this Section 6.05 does not apply to the income Tax Returns of the close Seller or the Buyer. Each of business on the Closing DateSeller and the Buyer shall be responsible for the preparation of its own income Tax Returns and neither party shall have the right or obligation to review the other party’s income Tax Returns. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST.

Straddle Periods. Parent shall prepare or cause to be prepared In the case of any Straddle Period (i) real, personal and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen intangible property Taxes (14"Property Taxes") days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) Purchased Entities for the Pre-Closing Tax Period shall equal the Property Taxes shown as due on for such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in during the Straddle Period ending on that are in the Pre-Closing Tax Period and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period Period; and (bii) in the case Taxes of any the Purchased Entities (other than Property Taxes) for the Pre-Closing Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, Period shall be deemed equal to computed on a closing of the amount which would be payable if the relevant Straddle Period ended books method as of the close of business on the Closing Date. The indemnity obligation under Section 6.02(a) in respect of Taxes for a Straddle Period shall be effected by Seller's payment to the Purchaser, or at the Purchaser's direction, to any of the Purchased Entities, of the excess of (i) such Taxes for the Pre-Closing Tax Period, over (ii) the amount of such Taxes paid by Seller or any of its Affiliates (other than the Purchased Entities) at any time plus the amount of such Taxes paid by the Purchased Entities on or prior to the Closing Date and plus the amount, if any, accrued for Straddle Period Taxes reflected on the Statement prepared pursuant to Section 2.05(a) of this Agreement to the extent such amount accrued for Straddle Period Taxes has not previously been taken into account in reducing any other indemnity payment under this Section 6.02(b). Such excess shall be paid no later than 15 Business Days prior to the date on which the Tax Return with respect to the final liability for such Taxes is required to be filed. If the amount of such Taxes paid by Seller or any of its Affiliates (other than the Purchased Entities) at any time plus the amount of such Taxes paid by the Purchased Entities on or prior to the Closing Date exceeds the amount payable pursuant to the preceding sentence, the Purchaser shall pay to Seller the amount of such excess within 15 Business Days after the Tax Return with respect to the final liability for such Taxes is required to be filed. The payments to be made pursuant to this Section 6.02(b) with respect to a Straddle Period shall be appropriately adjusted to reflect any Final Determination with respect to Straddle Period Taxes.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case portion of Tax with respect to the income, property or operations of the Company that is attributable to any Taxes Tax period that are imposed begins on or before the Closing Date and ends after the Closing Date (a periodic basis and payable for 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 date immediately after the Closing Date to the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 4.1. The portion of such Tax which relates attributable to the portion of such Pre-Closing Straddle Period ending on the Closing Date shall will (a) in the case of any Taxes other than Taxes sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or related to measured by income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax receipts or payroll taxprofits earned during a Straddle Period, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire 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 upon on or related to measured by income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax receipts or payroll taxprofits earned during a Straddle Period, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on and included the Closing Date. In the case of a Tax that is (a) paid for the privilege of doing business during a period (a “Privilege Period”) and (b) computed based on business activity occurring during an accounting period ending prior to such Privilege Period, any reference to a “Tax period,” a “tax period,” or a “taxable period” means such accounting period and not such Privilege Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns For purposes of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in this Agreement, the preceding sentence portion of Taxes attributable to the Stockholder Representative within fourteen income, property or operations of the Acquired Companies for any taxable period that begins on or before the Closing Date and ends after the Closing Date (14a “Straddle Period”) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to will be apportioned between the portion of the Straddle Period ending that begins on or before the Closing Date in a manner consistent with and ends on and includes the Ordinary Course of Company and its Subsidiaries, except to Closing Date (the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the “Pre-Closing Taxes shown as due on such Straddle Period”) and the portion of the Straddle Period Tax Returnthat begins the day after the Closing Date and ends at the end of the Straddle Period (the “Post-Closing Straddle Period”) in accordance with this Section 5.9(e). For purposes of this Agreement, in In the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of Taxes for such Straddle Period ending on that is attributable to the Pre-Closing Date shall Straddle Period will: (ai) in the case of any personal property, real property, and other Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxthat are not transaction-based, be deemed to be the amount of such Tax Taxes for the entire Straddle Period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the such entire Straddle Period and (bii) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxother Taxes, be deemed equal calculated as if the applicable taxable period ended on and included the Closing Date (provided that exemptions, allowances or deductions that are calculated on an annual basis shall be apportioned on a daily basis); provided that any Taxes described in clause (i) above imposed with respect to any asset not held by any Acquired Company prior to the amount which would Closing shall be payable if attributable solely to the relevant Post-Closing Straddle Period. The portion of Taxes attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner; provided that any Taxes described in clause (i) above imposed with respect to any Excluded Asset or other asset not held by any Acquired Company at the Closing shall be attributable solely to the Pre-Closing Straddle Period. Each Acquired Company that is classified as a partnership or “flow-through” entity for Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended as of the close of business on the Closing DateDate and Taxes attributable to the income and gain of each such entity through the Closing Date shall be considered to be attributable to the Pre-Closing Straddle Period.

Straddle Periods. Parent For purposes of this Agreement, Taxes for a Tax period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”) shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect apportioned to the portion of the Straddle Period ending that ends on the Closing Date in a manner consistent with (the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the “Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis Period”) and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on that ends after the Closing Date shall (athe “Post-Closing Tax Period”) using the following conventions: (A) in the case of any property Taxes and other than similar Taxes based upon or related to incomeimposed on a periodic basis, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such apportioned to a Pre-Closing Tax Period shall be determined by multiplying the Taxes for the entire Straddle Period multiplied by a fraction (i) 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 (ii) the denominator of which is the number of calendar days in the entire Straddle Period and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period; and (bB) in the case of any Tax based upon or related to incomeall other Taxes (including income Taxes, receiptsemployment Taxes, sales, and sales and use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal Taxes) the amount apportioned to the amount which would Pre-Closing Tax Period shall be payable determined as if the relevant Company had filed a separate Return with respect to such Taxes for the portion of the Straddle Period ended as ending on the end of the close of business day on the Closing DateDate using a closing of the books methodology, and the balance of such Taxes shall be apportioned to the Post-Closing Tax Period. For purposes of clause (B), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be apportioned to the Pre-Closing Tax Period based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period and the balance of such items shall be apportioned to the Post-Closing Tax Period.

Straddle Periods. Parent For a taxable period that begins on or before the Closing Date and ends after Closing Date (a “Straddle Period”), Buyer shall prepare or cause to be prepared prepared, at Buyer’s expense, and timely file or cause all Tax Returns for the Company which are required to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in after the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items Closing Date with respect to such Straddle Periods (the portion “Straddle Returns”). Subject to the requirements of the applicable Tax Law, each Straddle Period ending on the Closing Date Return shall be prepared in a manner consistent with past practices of the Ordinary Course of Company Company, but in all cases shall be in conformity with the Code, the United States Treasury Regulations and its Subsidiaries, except to the extent required by applicable Lawother primary authority, and in accordance with the Reporting Position. The Buyer shall obtain the Stockholder Representative’s Written consent deliver any Straddle Return (not along with associated tax workpapers) relating to be unreasonably withheld, condition or delayed) prior Straddle Period which shows a Tax owing allocable to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the a Pre-Closing Taxes shown as due Period to the Seller for its review and comment at least thirty (30) days prior to the date on which such Straddle Period Tax Return. For purposes of this AgreementReturn is required to be filed (taking into account extensions) or, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle PeriodReturn due within thirty days after the end of the taxable period to which that return relates, as soon as practical. If the Seller disputes any item on any such Straddle Return, it shall, within ten (10) days of receiving such Straddle Return, notify the Buyer of such disputed item (or items) and the basis for its objection. Seller and Buyer shall act in good faith to resolve any such dispute prior to the date on which the relevant Straddle Return is required to be filed. If Seller and Buyer cannot resolve any disputed item, the portion item in question shall be resolved by the Independent Auditor. The fees and expenses of the Independent Auditor attributable to such dispute shall be borne equally by the Seller and the Buyer. If the Independent Auditor is unable to resolve the dispute no later than 3 days prior to the filing date of the Straddle Return at issue (taking into account applicable extensions), then such Straddle Return shall be filed as prepared by Buyer, subject to subsequent amendment, if any, necessary to reflect Independent Auditor’s final resolution of the disputed items. Buyer shall provide a copy of such Tax which relates Returns to Seller promptly after the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount filing of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date.Returns. 10.2.3

Straddle Periods. Parent All property taxes, personal property taxes and similar AD VALOREM obligations in respect of the Purchased Assets that relate to periods beginning prior to the Closing Date and ending after the Closing Date ("STRADDLE PERIODS") shall be prorated as of the Closing Date. Seller's estimated accrued liability at the Closing for any of the above-described Taxes and charges that are due and payable after the Closing Date shall be withheld from Closing Cash Consideration by Buyer at the Closing. Buyer shall prepare and file, or shall cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for filed, on a timely basis, all Straddle PeriodsPeriod tax returns. Parent Buyer shall provide any each Straddle Period Tax Return described return to Seller for review not less than ten (10) business days in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion advance of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except due date thereof (which return shall be subject to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (Seller's approval not to be unreasonably withheld), condition or delayed) prior to filing any such Tax Return. Parent and Buyer shall pay, or cause pay Seller's prorated portion of the tax shown to be paid, all Taxes shown as due on each such Tax Return, provided, however, return not less than five (5) business days before the due date of such payment; PROVIDED that Parent may recover in the event that Buyer has not withheld from the Escrow Account, without duplication Closing Cash Consideration an amount which is sufficient to fully pay Seller's prorated portion of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as Tax due on such Straddle Period Tax Returnreturn, then upon notice from Buyer Seller shall promptly pay Buyer such amount. For purposes Buyer agrees to promptly return to Seller any portion of the Closing Cash Consideration retained by it pursuant to this Agreement, in the case Section 8.2 not used to pay Seller's prorated portion of any such Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Date.

Straddle Periods. Parent Purchaser (at its cost and expense) shall prepare and file, or cause to be prepared and file or cause to be filed filed, when due any Tax Returns of the Company for Tax periods which begin before the Closing Date and its Subsidiaries for end after the Closing Date. Purchaser will continue to follow the historic tax accounting methods and practices of the Company with respect to all Straddle Periodssuch Tax Returns, except to the extent otherwise required by applicable Law (unless such change is required as a result of Purchaser’s actions or elections). Parent Purchaser shall provide any permit Sellers to review and comment on each material Tax Return described in the preceding sentence prior to the Stockholder Representative within fourteen filing. Sellers shall deliver to Purchaser, at least three (143) business days prior to filingthe date on which such Taxes are required to be paid, shall permit that portion of the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect Taxes which relates to the portion of such taxable period of the Straddle Period Company ending on the Closing Date in a manner consistent with (the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed“Pre-Closing Straddle Period Taxes”) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing less the amount of Taxes relating to such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax ReturnReturns that were included in Current Liabilities. For purposes of this AgreementSection 12.2, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax which relates to the portion of such Straddle Period taxable period ending on the Closing Date shall (ai) in the case of any Taxes other than Taxes based upon or related to sales, income, payroll, payments or receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period taxable period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period taxable period, and (bii) in the case of any Tax based upon or related to sales, income, receiptspayroll, sales, use tax, value added tax, goods and services tax, withholding tax payments or payroll tax, receipts be deemed equal to the amount which would be payable if the relevant Straddle Period taxable period ended as of the close of business on the Closing Date; provided, however, that property Taxes shall be apportioned pursuant to Section 4.5.

Straddle Periods. Parent shall prepare or cause For purposes of this Agreement, whenever it is necessary to be prepared and file or cause to be filed determine the liability for Taxes of the Acquired Companies for any Tax Returns Straddle Period, the determination of Company and its Subsidiaries the Taxes for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date in a manner consistent with shall be determined by assuming that the Ordinary Course Straddle Period consisted of Company two (2) taxable years or periods, one which ended at the close of business on the Closing Date and its Subsidiaries, except to the extent required by applicable Lawother which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit for the Straddle Period, shall obtain be allocated between such two taxable years or periods on a “closing of the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, books basis” by assuming that the books of the Acquired Companies were closed at the close of the Closing Date; provided, however, that Parent may recover from the Escrow Account(a) exemptions, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes allowances or deductions that are imposed calculated on a an annual basis, such as the deduction for depreciation, and (b) periodic basis Taxes (which, for the avoidance of doubt, excludes income, franchise/capital, sales, use, and payable withholding Taxes) such as real and personal property Taxes, shall be apportioned ratably between such periods based on the number of days for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date Date, on the one hand, and (ii) the denominator of which is the number of calendar days in for the entire portion of the Straddle Period and (b) in beginning after the case Closing Date, on the other hand. Sellers will be liable for all Taxes of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if Acquired Companies for the relevant portion of the Straddle Period ended as of the close of business on the Closing Date, and Buyer will be liable for all Taxes of the Acquired Companies for the portion of the Straddle Period beginning on the day following the Closing Date.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes period that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending includes but does not end on the Closing Date shall (a) in a “Straddle Period”), the case amount of any Taxes other than Taxes of the Company or its Subsidiaries not based upon or related to incomemeasured #25932618 v26 by income or gain, proceeds, receipts, salesactivities, use taxexpenses (e.g., value added tax, goods and services tax, withholding tax payroll Taxes) or payroll tax, transactions for the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the Straddle Period taxable period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire such Straddle Period. The amount of any other Taxes for a Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal that relate to the amount which would Pre-Closing Tax Period will be payable if determined based on an interim closing of the relevant Straddle Period ended books as of the close of business on the Closing Date (and for such purposes, the taxable period of any partnership or pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time), provided, however, that any item determined on an annual or periodic basis (such as deductions for depreciation or real estate Taxes) shall be apportioned on a daily basis. Notwithstanding the foregoing, all Taxes attributable to income includable under Code Section 951 with respect to the operations and activities of the Company’s foreign Subsidiaries for the Pre-Closing Tax Period included in the last Straddle Period beginning prior to the Closing Date shall be included in the portion of the Straddle Period ending on the Closing Date, even if such income is includable after the Closing Date. Notwithstanding anything else in this Section 10, the Purchaser and the Seller agree that payments made with respect to Closing Indebtedness, Transaction Expenses and Transaction Bonuses, to the extent such payments give rise to Tax deductions, Tax losses and Tax credits or otherwise may offset taxable income or Tax under applicable law, shall, to the maximum extent permitted by applicable law, be considered to arise in the taxable period (or portion thereof) ending on the Closing Date and the provisions of this Agreement shall be interpreted and applied in a manner consistent therewith. For the avoidance of doubt, any Tax refund with respect to a taxable period beginning after the Closing Date, or the portion of the Straddle Period beginning after the Closing Date, shall be for the benefit of the Buyer, even if attributable to a loss or other tax attribute arising in a Pre-Closing Tax Period, or the portion of a Straddle Period ending on the Closing Date.

Straddle Periods. Parent shall prepare or cause For purposes of this Agreement, whenever it is necessary to be prepared and file or cause to be filed any Tax Returns determine the liability for Taxes of the Company and its Subsidiaries for all any taxable period of the Company and its Subsidiaries that includes (but does not end on) the Closing Date (a “Straddle Periods. Parent shall provide any Tax Return described in Period”), the preceding sentence to determination of the Stockholder Representative within fourteen (14) days prior to filing, shall permit Taxes of the Stockholder Representative to review Company and comment on any such Tax Return prior to filing, shall report all items with respect to its Subsidiaries for the portion of the Straddle Period ending on and including, and the portion of the Straddle Period beginning after, the Closing Date in a manner consistent with shall be determined by assuming that the Ordinary Course Straddle Period consisted of two (2) taxable years or periods, one which ended at the close of the Closing Date and the other which began at the beginning of the day following the Closing Date, and items of income, gain, deduction, loss or credit, and state and local apportionment factors of the Company and its Subsidiaries, except to Subsidiaries for the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, shall be allocated between such two taxable years or periods on a “closing of the portion books basis” by assuming that the books of the Company and its Subsidiaries were closed at the close of the Closing Date. However, (a) exemptions, allowances or deductions that are calculated on an annual basis, such Tax which relates as the deduction for depreciation, and (b) periodic taxes such as real and personal property taxes shall be apportioned ratably between such periods on a daily basis. For the avoidance of doubt, the Company’s share of employment, payroll or similar Taxes arising from payments made under or with respect to transactions contemplated by this Agreement (the “Additional Employer Taxes”) shall be allocated to the portion of such the Straddle Period ending on prior to the Closing Date shall (a) in and, with respect to the case of any Taxes other than Taxes based upon or related First Sale Bonus Amount, will be paid to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied Parent at Closing by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as reduction of the close of business on the Closing DateUpfront Payment.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, Income Taxes shown on a Tax Return for a Straddle Period prepared consistent with past tax practice and accounting methods shall be allocated between the Pre- and Post-Closing Straddle Periods on the basis of the actual Taxable income for each such Period, determined by (i) an interim closing of the books at the close of the Closing Date (or such other allocation method as the Parties may agree to in writing), and (ii) as to each Straddle Period, treating each member of the case combined group that is includable in a Combined Income Tax Return for the entire Straddle Period as included in such Combined Income Tax Return, and by treating any member of the combined group that is not includable in such Combined Income Tax Return for the entire Straddle Period as includable in a Separate Income Tax Return for such Straddle Period. Any dispute between the 48 53 Purchaser and Sellers regarding the amount of Taxes allocated to the Pre-Closing Straddle Period shall be resolved in accordance with the principles of Section 10.6(e) of this Agreement. Sellers shall pay to Purchaser the excess of any Taxes that are imposed amount allocated (based upon the undisputed amount of Tax shown on a periodic basis and payable each executed Income Tax Return for a Straddle Period, the portion of such Tax which relates ) to the portion of such Pre-Closing Straddle Period ending on over the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date; or Purchaser shall pay to Seller the excess of the amount of any estimated Income Taxes previously paid by Sellers or the Companies prior to the Closing Date over the undisputed amount of Tax shown on such Tax Return allocated to such Period. Other Taxes shall be allocated between the Pre- and Post-Closing Straddle Periods (ai) in the case of any Taxes other than Taxes based upon or related to incomereal and personal property Taxes, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by on a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date per diem basis and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of all other Taxes, on the basis of the actual activities of the applicable entity. Sellers shall pay to Purchaser and Purchaser shall pay to Sellers, as the case may be, any amount due under this Section 10.2(d) upon the later of (i) five days before the filing date of the Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Return for a Straddle Period ended as upon which such payment is based or (ii) ten days after receipt by the Seller of the close of business on the Closing Dateexecuted Tax Return upon which such payment is based.

Straddle Periods. Parent shall prepare or cause to be prepared All property and file or cause to be filed any Tax Returns of Company ad valorem Taxes and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending assessments on the Acquired Assets for any taxable period that begins on or before Closing, but ends after the Closing Date in date (a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a “Straddle Period”) shall be prorated between Buyer and Seller, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Datedate based on the best information then available, with (a) Seller being liable for such Taxes attributable to any portion of a Straddle Period ending prior to or on the Closing date, and (b) Buyer being liable for such Taxes attributable to any portion of a Straddle Period that occurs post-Closing. Information available after the Closing date that alters the amount of property Taxes due with respect to the Straddle Period will be taken into account and any change in the amount of such Taxes shall be prorated between Buyer and Seller. All prorations under this Section 6.6 shall be allocated so that items relating to the portion of a Straddle Period ending on or prior to the Closing date shall be allocated to Seller based upon the number of days in the Straddle Period on or prior to the Closing date and items related to the portion of a Straddle Period beginning post-Closing shall be allocated to Buyer based upon the number of days in the Straddle Period after the Closing date. The amount of all such prorations shall, if able to be calculated on or prior to the Closing date, be paid on the Closing date or, if not able to be calculated on or prior to the Closing date, be calculated and paid as soon as practicable thereafter.

Straddle Periods. Parent The Asset Purchaser, in consultation with the Surviving Corporation, shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for any period beginning before the Merger Closing and its Subsidiaries for all ending after the Merger Closing (a “Straddle PeriodsPeriod”). Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any All such Tax Return prior to filing, Returns shall report all items with respect to the portion of the Straddle Period ending on the Closing Date be prepared in a manner consistent with the Ordinary Course of Company and its SubsidiariesCompany’s past practices, except to the extent unless otherwise required by applicable Law, . The Asset Purchaser shall permit the Shareholders to review and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) comment on each such Tax Return at least 30 days prior to filing and shall incorporate into such Tax Return any reasonable comments from the Shareholder regarding such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent The Surviving Corporation may recover deduct from the Escrow Account, without duplication of any Installment Payments payable to the Shareholders an amount recovered pursuant equal to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax Taxes which relates to the portion of such Straddle Period ending on the Merger Closing. Any refunds with respect to such Tax Returns which relates to the portion of such Straddle Period ending on the Merger Closing shall be paid to the Shareholders in accordance with their respective Pro Rata Portion thereof, unless such refunds or credits (i) were reflected on the Closing Balance Sheet, as finally determined, and taken into account in determining the Closing Date Net Working Capital, or (ii) were received as a result of a carryback of any net operating losses or other tax attributes. For purposes of this Section 7.9(b), the portion of any Tax that relates to the portion of any Straddle Period ending on the Merger Closing shall (aA) in the case of any Taxes other than Taxes based upon or related to income, income or receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i1) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Merger Closing Date and (ii2) the denominator of which is the number of calendar days in the entire Straddle Period Period, and (bB) in the case of any Tax based upon or related to incomeincome or receipts (including, receiptswithout limitation, sales, use tax, value added tax, goods sales and services tax, withholding tax or payroll taxsimilar taxes), be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing DateMerger Closing.

Straddle Periods. Parent shall prepare or cause With respect to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in Taxable period that would ---------------- otherwise include but not end on the preceding sentence Closing Date, to the Stockholder Representative within fourteen extent permissible pursuant to applicable law, Seller will, and Purchaser will cause each Subsidiary to, (14a) days prior take all steps as are or may be reasonably necessary, including, without limitation, the filing of elections or returns with applicable Taxing authorities, to filingcause such period to end on the Closing Date; or (b) if clause (a) is inapplicable, shall permit to the Stockholder Representative to review and comment on any such Tax Return prior to filingextent permitted by applicable law, shall report all items with respect to the operations of each Subsidiary only for the portion of the Straddle Period such period ending on or immediately before the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiariescombined, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall payconsolidated, or cause unitary Tax Return filed by Seller, notwithstanding that such Taxable period does not end on the Closing Date. If clause (b) applies to a Taxable period of a Subsidiary, the portion of such Taxable period included in such return filed by Seller will be paid, all Taxes shown treated as due on each such a Pre-Closing Tax Return, Period described in Subsection 5.11.1; provided, however, that Parent may recover from Purchaser shall be responsible for filing all Tax Returns with respect to all such straddle periods. If neither clause (a) nor (b) is applicable, then Purchaser and the Escrow AccountSubsidiaries shall prepare and file the appropriate Tax Returns, without duplication Purchaser shall pay any Taxes with respect thereto, and Seller shall reimburse Purchaser for the portion of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing income Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates thereon that relate to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business straddle period that ends on the Closing Date.

Straddle Periods. Parent shall prepare For purposes of allocating any Straddle Period Taxes pursuant to this Agreement, (A) the Taxes for a Straddle Period based on or cause to be prepared and file measured by income or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion receipts of the Straddle Period ending on the Closing Date Company or imposed in a manner consistent connection with the Ordinary Course any sale or other transfer or assignment of Company and its Subsidiaries, except to the extent required by applicable Law, and property or any other specifically identifiable transaction or event shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) allocated between the Pre-Effective Period and the Post-Effective Period based on an interim closing of the books as of the end of the Closing Date, and (B) other Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates Period not reasonably allocable pursuant to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction clause (i) above on a specific identification or interim closing basis (such as real or personal property Taxes) shall be allocated based upon a fraction, the numerator of which is the number of calendar days in the Pre-Effective Period or Post-Effective Period, as applicable, included in such Straddle Period ending on Period, as applicable, and including the Closing Date and (ii) the denominator of which is the number of calendar days in such Straddle Period; provided that (x) exemptions, allowances, or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the entire Straddle Period period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period, and (by) in the case of any Tax based upon Taxes in the form of interest or related penalties, all such Taxes shall be treated as attributable to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal a Pre-Effective Period to the amount which would extent relating to a Tax for a Pre-Effective Period whether such items are incurred, accrued, assessed or similarly charged on, before or after the Closing Date. Any credits relating to a Straddle Period shall be payable if taken into account as though the relevant Straddle Period taxable period ended as of the close of business on (and included) the Closing Date.

Straddle Periods. Parent Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries the Acquired Companies for all any Straddle PeriodsPeriod (“Straddle Returns”). Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen No later than thirty (1430) days prior to filing, shall permit the Stockholder Representative to review and comment on any due date (including extensions) for filing such Tax Return prior Returns, Buyer shall deliver the Tax Returns described in this Section 4.6(a)(iv) to filingParent for its review, comment and approval. Buyer shall report make all items changes with respect to Straddle Returns as are reasonably requested by Parent. Parent shall pay to Buyer an amount equal to the portion of Taxes due as reflected on such Straddle Returns, to the Straddle extent that such Taxes arise in or are incurred with respect to a Pre-Closing Tax Period ending and to the extent such Taxes are not included or reflected on the Closing Date Combined Balance Sheet, at least five (5) Business Days prior to the due date (including extensions) for filing such Straddle Returns. All Straddle Returns shall be prepared in a manner consistent with the Ordinary Course past practices of Company and its SubsidiariesParent, except to the extent required by such past practice complies with applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Where Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for involve a Straddle Period, such Taxes shall be calculated as though the portion taxable year of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended Acquired Company terminated as of the close of business on the day preceding the Closing Date; provided, however, that in the case of a Tax not based on income, receipts, proceeds, profits or similar items, Taxes shall be equal to the amount of Tax for the taxable period multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable period through to the Closing Date and the denominator of which shall be the number of days in the taxable period.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed For purposes of this Agreement, if the Closing occurs, any Tax Returns of Holdings or the Company and its Subsidiaries for all Straddle Periods. Parent shall provide Group that is attributable to any Tax Return described in period that begins on or before the preceding sentence to Closing Date and ends after the Stockholder Representative within fourteen Closing Date (14a “Straddle Period”) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to will be apportioned between the portion of the Straddle Period ending on that extends before the Closing Date in a manner consistent with through and including the Ordinary Course Closing Date (the “Pre-Closing Straddle Period”) and the portion of Company and its Subsidiaries, except the Straddle Period that extends from the date immediately after the Closing Date to the extent required by applicable Law, and shall obtain end of the Stockholder Representative’s Written consent Straddle Period (not to be unreasonably withheld, condition or delayedthe “Post-Closing Straddle Period”) prior to filing any in accordance with this Section 5.4. The portion of such Tax Return. Parent shall pay, or cause attributable to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall will (a) in the case of any Taxes other than Taxes sales or use taxes, value-added taxes, employment taxes, withholding taxes, and any Tax based upon on or related to measured by income, receiptsreceipts or profits earned during a Straddle Period, salesbe deemed equal to the amount which would be payable if the Straddle Period ended on and included the Closing Date, use tax, value added tax, goods and services tax, withholding tax or payroll tax(b) in the case of any other Taxes, be deemed to be the amount of such Tax for the entire Straddle Period Tax period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the Pre-Closing Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the Straddle Period. The portion of Tax attributable to a Post-Closing Straddle Period will be calculated in a corresponding manner. For purposes of applying the foregoing, any item determined on an annual or periodic basis for income Tax purposes shall be allocated to the Pre-Closing Straddle Period based on the relative number of days in such portion of the Straddle Period as compared to the number of days in the entire Straddle Period Period. For the avoidance of doubt, (i) any compensation expense deduction that is a Transaction Expense and (b) in results from, or is attributable to, the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, Contemplated Transactions shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business occur on the Closing DateDate such that such compensation expense deduction shall be utilized in the computation of Taxes in respect of the Pre-Closing Tax Period (or otherwise shall inure to the benefit of the Members), and (ii) all Transaction Expense deductions shall be taken into account in the Pre-Closing Tax Period to the extent permitted by Applicable Law and applying the seventy percent (70%) safe-harbor election under Revenue Procedure 2011-29 to any “success based fees.”

Straddle Periods. Parent If, for purposes of a Crown Consolidated Return, a taxable period of any member of the Constar Group includes the Effective Date but does not end on the Effective Date (as otherwise generally provided under Section 2.3 of this Agreement) (a “Straddle Period”), Crown shall prepare pay or cause to be prepared paid and file shall indemnify and hold Constar and the members of the Constar Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the portion of such tax period ending on the Effective Date and Constar shall pay or cause to be filed any paid and shall indemnify and hold Crown and the members of the Crown Group harmless against the Tax Liabilities attributable to the affected member or members of the Constar Group for the remainder of such tax period beginning with the day after the Effective Date. Tax Returns for such Straddle Periods shall be referred to as “Straddle Period Returns.” The determination of Company Tax Liabilities up to and following the Effective Date shall be based upon an interim closing of the books of the affected member or members of the Constar Group as of the opening of the day following the Effective Date and shall otherwise follow the principles of Section 3.3. Crown shall determine the amounts owed by Constar under this Section 3.2 and provide to Constar a statement showing the amount owed by Constar within 20 days of the due date of any Straddle Period Return (determined without regard to applicable extensions). Constar shall pay to Crown its Subsidiaries portion of Taxes determined under this Section 3.2 for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence Period Returns to the Stockholder Representative within fourteen (14) Crown no less than 10 days prior to filing, the due date of any Straddle Period Return (determined without regard to applicable extensions). Interest shall permit the Stockholder Representative to review and comment accrue at a rate of 8% on any such Tax Return prior payment required by this Section 3.2 not made within the time specified in the immediately preceding sentence. Crown shall refund to filing, shall report all items with respect Constar the excess of any payment made by Constar over the amount calculated following the principles of this Section 3.2 applied to the portion of the tax shown due and payable on any Straddle Period ending on Return as filed. Crown shall prepare a second statement showing any additional amount owed by Constar or any amount payable by Crown to Constar 30 days after the Closing Date in a manner consistent with the Ordinary Course filing of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Combined State Tax Return. Parent Constar shall pay, or cause pay to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of Crown any amount recovered pursuant owed under this Section 3.3 no less than 5 days after receiving an Interim Statement or Final Statement. Crown shall pay any amount owed to Article VIII (Constar under this Section 3.2 no less than 5 days after Crown delivers the Final Statement. Interest shall accrue at a rate of 8% on any payment required by reducing this Section 3.2 not made within the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, time specified in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Datetwo preceding sentences.

Straddle Periods. Parent The Company and Neenah shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and its Subsidiaries for all Straddle Periodstaxable periods that include but do not end on the Closing Date. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, The Company shall permit the Stockholder Representative Seller to review and comment on any each such Tax Return at least 10 days prior to filing, filing and shall report all items make such revisions to such Tax Returns as are reasonably requested by the Seller. In accordance with respect and subject to the portion provisions of ARTICLE VIII, the Straddle Period ending on the Seller shall be responsible for all Taxes that relate to a pre-Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiariesperiod as determined under this Section 5.7(c), except to the extent required by applicable Lawincluding Taxes resulting from any Contest, and shall obtain pay to (or as directed by) the Stockholder Representative’s Written consent Company amounts equal to such Taxes and such payments shall be made in each applicable case by no later than five (not to be unreasonably withheld, condition or delayed5) business days prior to filing any the due date for paying such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant Taxes to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Returnrelevant tax authority. For purposes of this AgreementSection 5.7(c), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Periodtaxable period that includes (but does not end on) the Closing Date, the portion of such Tax which that relates to the portion of such Straddle Period ending on the pre-Closing Date period shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax sales or payroll taxpayroll, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period taxable period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period taxable period, and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax sales or payroll taxpayroll, be deemed equal to the amount which would be payable if the relevant Straddle Period taxable period ended as of the close of business on the Closing DateDate with the understanding that the parties agree that the Seller’s Expenses and the Sale Bonuses and that all income and gain or loss reported with respect to the deemed sale of assets as a result of the 338(h)(10) Election, are properly allocable to and included in the determination of Taxes that relate to the pre-Closing period allocated to the Seller. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be allocated on a basis consistent with the allocations made pursuant to the preceding sentence. The Seller shall not be required to pay any Taxes pursuant to this Section 5.7(c) to the extent that such Taxes are taken into account in the final determination of the Closing Working Capital.

Straddle Periods. The Company and the Parent shall prepare cause the Relevant Companies to, unless prohibited by applicable law, close their respective taxable periods as of the end of the Closing Date. If applicable law does not permit Company or cause Relevant Companies to be prepared and file close its taxable year as of the end of the Closing Date or cause to be filed in any case in which a Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items is assessed with respect to a taxable period which includes the portion Closing Date (but does not end as of the end of that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the period up to and including the Closing Date or (ii) to the period subsequent to the Closing Date, in each case, as set forth in this Section 8.7.3. Except as set forth in the next sentence, any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Relevant Companies as of the end of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except proportion to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on number of calendar days in each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Returnperiod. For purposes of this Agreementdetermining the amount of income Taxes attributable to the period up to and including the end of the Closing Date, in the income amounts under Sections 951, 951A and 956 of the Code shall be computed consistently as if the tax year of any controlled foreign corporation had ended on the Closing Date. In the case of any Taxes that are of the Relevant Companies imposed on a periodic basis (including real property and payable for a Straddle Period, ad valorem Taxes) the portion allocation described in this Section 8.7.3 shall be made based on the number of such Tax which relates to calendar days during the portion of such Straddle Period ending on or before the Closing Date, on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to incomeone hand, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending after the Closing Date, on and including the other hand. Notwithstanding the foregoing, any Taxes relating to any transactions not in the ordinary course of business of the Relevant Companies that occur after the time of the Closing on the Closing Date and (ii) shall be treated as occurring on the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on day after the Closing Date.

Straddle Periods. Parent Buyer shall prepare and timely file or cause to be prepared and file or cause to be timely filed any at its expense all Tax Returns of the Company and its Subsidiaries for all Straddle Periods. Parent shall provide that include periods ending after the Closing Date; provided that if any such Tax Return described in relates to any period beginning before the preceding sentence Closing Date (a “Straddle Period”), Buyer shall deliver to the Stockholder Representative within fourteen for his review and comment a draft of the proposed Tax Return no later than thirty (1430) days prior to filingBuyer’s proposed filing date for such Tax Return (such Tax Returns relating to periods beginning before the Closing Date, the “Straddle Period Returns”). In each case such Straddle Period Returns shall permit be in conformity with the Code and Treasury Regulations. The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Period Returns. If the Stockholder Representative and Buyer cannot agree on the amount of Taxes owed by the Company or the treatment of an item shown on such Straddle Period Return within twenty (20) days after such return is delivered to review the Stockholder Representative, Buyer and comment on any such Tax Return prior the Stockholder Representative shall refer the matter to filing, the Accounting Arbitrator. Buyer and the Stockholder Representative shall report all items equally share the fees and expenses of the Accounting Arbitrator and its determination as to the amount owing by the Company with respect to the portion of the Straddle Period ending on Returns or the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication treatment of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes item shown as due on such Straddle Period Tax Return. For Returns shall be binding on the Parties for purposes of this Agreementfiling such Straddle Period Returns. The Company shall timely file all such Tax Returns, in as so modified, and shall pay, subject to Section 9.2(g), the case amount of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, shown due by the portion of such Tax which relates Company thereon to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such appropriate Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Dateauthorities.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14a) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to To the extent permitted or required by applicable Law, the taxable year of each of the Transferred Ag Subsidiaries that includes the Closing Date shall be treated as closing on (and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIIIincluding) the Pre-Closing Taxes shown as due on such Straddle Period Tax ReturnDate. For To the extent not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in Property Taxes of the case of any Taxes other than Taxes based upon Transferred Ag Subsidiaries or related imposed on the Ag Business allocable to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, the Pre-Closing Period shall be deemed equal to be the amount of such Tax Property Taxes for the entire Straddle Period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in during the Straddle Period ending on that are in the Pre-Closing Period and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period Period, and (b) in Taxes (other than Property Taxes) of the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal Transferred Ag Subsidiaries allocable to the amount which would Pre-Closing Period shall be payable computed as if the relevant Straddle Period such taxable period ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the Transferred Ag Subsidiaries (or of Descartes with respect to the Transferred Ag Subsidiaries); provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period. Each Transferred Ag Subsidiary that is classified as a partnership or other “flowthrough” entity for income Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended as of the end of the Closing Date and Taxes attributable to taxable income or gain of each such entity through the close of business on the Closing Date shall be considered to be attributable to the Pre-Closing Period. (b) To the extent permitted or required by applicable Law, the taxable year of each of the Transferred H&N Subsidiaries that includes the Closing Date shall be treated as closing on (and including) the Closing Date.. To the extent not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes of the Transferred H&N Subsidiaries or imposed on the H&N Business allocable to the Pre-Closing Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) of the Transferred H&N Subsidiaries allocable to the Pre-Closing Period shall be computed as if such taxable period ended as of the end of the day on the Closing Date and in a manner consistent with past practices of the Transferred H&N Subsidiaries (or of Fermat with respect to the Transferred H&N Subsidiaries); provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period. Each Transferred H&N Subsidiary that is classified as a partnership or other “flowthrough” entity for income Tax purposes shall be treated for purposes of this Agreement as if its taxable year ended as of the end of the Closing Date and Taxes attributable to taxable income or gain of each such entity through

Straddle Periods. Parent Buyer shall prepare and file, or cause to be prepared and file or cause to be filed any filed, all Tax Returns of the Company and its Subsidiaries for all Straddle Periods. Parent Such Tax Returns shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment be prepared by treating items on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date Returns in a manner consistent with the Ordinary Course past practices of the Company with respect to such items, unless otherwise required by applicable Law. Buyer shall permit the Representative a reasonable opportunity to review each such Tax Return at least thirty (30) days prior to the due date for filing, including any extensions, and its SubsidiariesBuyer shall consider in good faith all reasonable comments proposed by the Representative in writing. Buyer shall cause the Company to execute and timely file each such Tax Return and shall cause the Company to remit any Taxes payable with respect to such Tax Returns; provided, except however, that Buyer shall be indemnified by Sellers at least two days prior to the date on which such Taxes are due to the extent provided in Article 9 hereof to the extent that such Taxes were not included as Unpaid Taxes, Transaction Expenses, Net Working Capital or otherwise taken into account as a reduction in the calculation of the Final Cash Purchase Price under Section 1.3. To the extent permitted or required by applicable Law, the taxable year of the Company that begins before and includes the Closing Date shall obtain the Stockholder Representative’s Written consent be treated as closing on (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIIIand including) the Pre-Closing Taxes shown as due on such Straddle Period Tax ReturnDate. For To the extent the foregoing is not permitted or required by applicable Law, for purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a with respect to any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on (and including) the Closing Date shall (ax) in the case of any real or personal property Taxes or other than similar Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taximposed on a periodic basis, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period taxable period ending on (and including including) the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (by) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxother Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period taxable period ended as of the close of business on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with prior practice of the Company.

Straddle Periods. Parent shall prepare or cause With respect to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in Taxable period that ---------------- would otherwise include but not end on the preceding sentence Closing Date, to the Stockholder Representative within fourteen extent permissible pursuant to applicable law, Seller will, and Purchaser will cause each Subsidiary to, (14a) days prior take all steps as are or may be reasonably necessary, including, without limitation, the filing of elections or returns with applicable Taxing authorities, to filingcause such period to end on the Closing Date; or (b) if clause (a) is inapplicable, shall permit to the Stockholder Representative to review and comment on any such Tax Return prior to filingextent permitted by applicable law, shall report all items with respect to the operations of each Subsidiary only for the portion of the Straddle Period such period ending on or immediately before the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiariescombined, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall payconsolidated, or cause unitary Tax Return filed by Seller, notwithstanding that such Taxable period does not end on the Closing Date. If clause (b) applies to a Taxable period of a Subsidiary, the portion of such Taxable period included in such return filed by Seller will be paid, all Taxes shown treated as due on each such a Pre-Closing Tax Return, Period described in Subsection 5.11.1; provided, however, that Parent may recover from Purchaser shall be responsible for filing all Tax Returns with respect to all such straddle periods. If neither clause (a) nor (b) is applicable, then Purchaser and the Escrow AccountSubsidiaries shall prepare and file the appropriate Tax Returns, without duplication Purchaser shall pay any Taxes with respect thereto, and Seller shall reimburse Purchaser for the portion of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing income Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates thereon that relate to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business straddle period that ends on the Closing Date.

Straddle Periods. Parent shall prepare In the case of any taxable period that begins on or cause to be prepared before the Closing Date and file ends after the Closing Date, the amount of any Taxes of the Company Group based upon or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence measured by net income or gain which relate to the Stockholder Representative within fourteen Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (14and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company Group holds a beneficial interest will be deemed to terminate at such time); provided, that, exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to be allocated between the portion of the Straddle Period such taxable period ending on the Closing Date, on the one hand, and the portion of the such taxable period beginning after the Closing Date, on the other hand, in proportion to the number of days in such taxable period included in the portion ending on the Closing Date and the number of days in a manner consistent with such taxable period included in the Ordinary Course of Company and its Subsidiaries, except to portion beginning after the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax ReturnClosing. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the The amount of such Escrow Account) (or, at its election, otherwise pursuant Taxes other than Taxes of the Company Group based upon or measured by net income or gain for a taxable period that begins on or before the Closing Date and ends after the Closing Date which relate to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Tax Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, will be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the Straddle Period portion of the taxable period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Datesuch taxable period.

Straddle Periods. Parent shall prepare Each taxable period ending on or cause to before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not begin or end on) the Closing Date will be prepared and file a “Pre-Closing Tax Period.” In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes of the Target based upon or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence measured by net income or gain which relate to the Stockholder Representative within fourteen Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (14and for such purpose, the Taxable period of any partnership or other pass-through entity in which the Target hold a beneficial interest will be deemed to terminate at such time). The Parties understand and agree that, in accordance with Treasury Regulation 1.1502-76(b)(1)(ii)(A)(2) days prior to filingthe Target will become a member of Parent’s consolidated federal income tax group as of the beginning of the Closing Date, shall permit with the Stockholder Representative to review and comment on result that any such Tax Return prior to filing, shall report all items payment with respect to the portion Vested Options and Warrants, any payment of Selling Expenses and any payment of compensation to the Straddle Period ending Target’s employees and service providers (such payments, regardless of when made, the “Transaction Payments”) on the Closing Date Date, to the extent not validly accrued prior to the Closing Date, will be treated as properly allocable to the taxable year of Parent’s consolidated federal income tax group that includes the Closing Date. The parties further understand and agree that any Tax deduction attributable to any Transaction Payment shall be taken in the Taxable period in which such Transaction Payment is made or validly accrued in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable LawTarget’s past Tax accounting practices, and that no party shall obtain the Stockholder Representative’s Written consent (not have any obligation to be unreasonably withheld, condition pay or delayed) prior to filing otherwise compensation any other party for any benefit associated with taking such Tax Returndeduction. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the The amount of such Escrow Account) (or, at its election, otherwise pursuant Taxes other than Taxes of the Target based upon or measured by net income or gain for a Straddle Period which relate to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Tax Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, will be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) fraction, the numerator of which is the number of calendar days in the Straddle Period portion of the taxable period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in such Straddle Period. To the entire Straddle Period and (b) extent not included or accounted for in the case Closing Date Balance Sheet and as a liability in Net Working Capital, any real estate Taxes and installments of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods special assessments that are due and services tax, withholding tax or payroll tax, be deemed equal to payable in the amount which would be payable if the relevant Straddle Period ended as year of the close Closing for the Real Property will be pro rated between the Surviving Corporation and Shareholders’ Representative (on behalf of business the Target) on the Closing DateDate based upon the respective periods of ownership for the year in which the Closing occurred.

Straddle Periods. Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Company and its Subsidiaries for all Straddle Periods. Parent shall provide any Tax Return described in the preceding sentence to the Stockholder Representative within fourteen (14) days prior to filing, shall permit the Stockholder Representative to review and comment on any such Tax Return prior to filing, shall report all items with respect to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a with respect to any Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on (and including) the Closing Date shall (ax) in the case of any real or personal property Taxes or other than similar Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taximposed on a periodic basis, be deemed to be the amount of such Tax for the entire Straddle Period taxable period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period taxable period ending on (and including including) the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (by) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll taxother Tax, be deemed equal to the amount which would be payable if the relevant Straddle Period taxable period ended as at the end of the close of business day on the Closing Date. Any credits relating to a taxable period that begins before and ends after the Closing Date shall be taken into account as though the relevant taxable period ended on the Closing Date. Buyer shall be responsible for preparing or causing to be prepared any Tax Return of the Company required to be filed after the Closing Date for a Straddle Period. Such Tax Returns shall be prepared in a manner consistent with the past practices of the Company unless otherwise required by applicable Law. Buyer shall permit Seller a reasonable opportunity to review each such Tax Return within a reasonable period of time before the filing or due date thereof, whichever date is earlier, and shall consider in good faith any reasonable comments proposed by Seller in writing. Seller shall pay to Buyer any Pre-Closing Taxes shown on such Tax Returns upon Xxxxx’s demand therefor, which demand shall be no earlier than three days prior to the due date for payment of the applicable Taxes.

Straddle Periods. Parent All real property Taxes, personal property Taxes and similar ad valorem obligations levied on a Seller with respect to the Business or the Purchased Assets for a Tax period that includes (but does not end on) the Closing Date, whether such Taxes are payable to a taxing authority, a landlord or other third party, shall prepare or cause be apportioned between Section 9.2 and Section 9.3 as of the Closing Date based upon, respectively, the number of calendar days in the portion of such Tax period ending on the Closing Date and the number of calendar days in the portion of such Tax period commencing after the Closing Date. If the Closing occurs before the Tax rate is fixed for the then current Tax period, the proration of the corresponding Taxes shall be on the basis of the Tax rate for the last preceding Tax period applied to the latest assessed valuation. Purchaser shall be prepared responsible for filing all Tax Returns relating to such Taxes with respect to the Business and file or cause the Purchased Assets required to be filed after the Closing Date. For any such Tax Returns of Company Return relating to a Tax period that begins on or prior to, and its Subsidiaries for all Straddle Periods. Parent ends after, the Closing Date, Purchaser shall provide any such Tax Return described in the preceding sentence to the Stockholder Representative within fourteen Sellers at least thirty (1430) days prior to filingthe date on which such Tax Return is required to be filed (but in no event earlier than thirty (30) days after the Closing Date), for Sellers’ review and comment. Sellers shall permit the Stockholder Representative have ten (10) days to review and comment on any such Tax Return Return, which comments Purchaser shall take into consideration in its sole discretion. Purchaser shall also be responsible for filing all Tax Returns relating to sales, withholding and GST for the Business for periods beginning on or prior to filing, but ending after the Closing Date. Purchaser shall report all items with respect provide such Tax Returns to the portion of the Straddle Period ending on the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except Sellers at least ten (10) business days prior to the extent date on which any such Tax Return is required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheldfiled, condition or delayedfor Sellers’ review and comment. Sellers shall have five (5) prior business days to filing review and comment on any such Tax Return. Parent , which comments Purchaser shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at take into consideration in its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes shown as due on such Straddle Period Tax Return. For purposes of this Agreement, in the case of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, the portion of such Tax which relates to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Datesole discretion.

Straddle Periods. Parent Buyer shall prepare and timely file or cause to be prepared and file or cause to be timely filed any at its expense all Tax Returns of the Company and its Subsidiaries for all Straddle Periods. Parent shall provide that include periods ending after the Closing Date; provided that if any such Tax Return described in relates to any period beginning before the preceding sentence Closing Date (a “Straddle Period”), Buyer shall deliver to the Stockholder Representative within fourteen for his review and comment a draft of the proposed Tax Return no later than thirty (1430) days prior to filingBuyer’s proposed filing date for such Tax Return (such Tax Returns relating to periods beginning before the Closing Date, the “Straddle Period Returns”). In each case such Straddle Period Returns shall permit be in conformity with the Code and Treasury Regulations. The Stockholder Representative and Buyer agree to consult and to attempt to resolve in good faith any issue arising as a result of the review of such Straddle Period Returns. If the Stockholder Representative and Buyer cannot agree on the amount of Taxes owed by the Company or the treatment of an item shown on such Straddle Period Return within twenty (20) days, Buyer and the Stockholder Representative shall refer the matter to review the Accounting Arbitrator. Buyer and comment on any such Tax Return prior the Stockholder Representative shall equally share the fees and expenses of the Accounting Arbitrator and its determination as to filing, shall report all items the amount owing by the Company with respect to the portion of the Straddle Period ending on Returns or the Closing Date in a manner consistent with the Ordinary Course of Company and its Subsidiaries, except to the extent required by applicable Law, and shall obtain the Stockholder Representative’s Written consent (not to be unreasonably withheld, condition or delayed) prior to filing any such Tax Return. Parent shall pay, or cause to be paid, all Taxes shown as due on each such Tax Return, provided, however, that Parent may recover from the Escrow Account, without duplication treatment of any amount recovered pursuant to Article VIII (by reducing the amount of such Escrow Account) (or, at its election, otherwise pursuant to Article VIII) the Pre-Closing Taxes item shown as due on such Straddle Period Tax Return. For Returns shall be binding on the Parties for purposes of this Agreementfiling such Straddle Period Returns. The Company shall timely file all such Tax Returns, in as so modified, and shall pay, subject to Section 10.2(h), the case amount of any Taxes that are imposed on a periodic basis and payable for a Straddle Period, shown due by the portion of such Tax which relates Company thereon to the portion of such Straddle Period ending on the Closing Date shall (a) in the case of any Taxes other than Taxes based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed to be the amount of such appropriate Tax for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Straddle Period ending on and including the Closing Date and (ii) the denominator of which is the number of calendar days in the entire Straddle Period and (b) in the case of any Tax based upon or related to income, receipts, sales, use tax, value added tax, goods and services tax, withholding tax or payroll tax, be deemed equal to the amount which would be payable if the relevant Straddle Period ended as of the close of business on the Closing Dateauthorities.