Common use of Straddle Periods Clause in Contracts

Straddle Periods. Unless otherwise agreed by the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the Pre-Closing Tax Period shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date and (b) in the case of Taxes (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, case of any Taxes of any Genesis Company that are payable with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of any Genesis Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 8.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Genesis Companies. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company Sellers or any of its the Transferred Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (iA) based upon or related to income or receipts, or (iiB) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on at the Closing Date Effective Time; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Sellers or the Transferred Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on at the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on at the Closing Date Effective Time on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on at the Closing Date Effective Time and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 6.3(g) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant taxing authorities to treat a portion of any Straddle Period as a short taxable period ending as of the Effective Time.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of the Company and its Subsidiaries as any Taxes of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company any Trilogy Party or any of its their Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes that constitutes Taxes attributable to a period (or refunds or credits of such Taxesportion thereof) that are attributable to before the Pre-Closing Tax Period shall Date shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of any Trilogy Party or any of their Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of 66 calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 8.02 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by the Buyer and the SellerFor all purposes of this Agreement, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the Pre-Closing Tax Period shall (a) in the case of Taxes (based on income, sales, proceeds, profits, receipts, wages, compensation or refunds or credits similar items and all other Taxes that are not imposed on a periodic basis, the amount of such Taxes) Taxes that are either (i) based upon or related to income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided have accrued through the Closing Date for in this Section 8.5, a Straddle Period shall be deemed equal to be the amount that would be payable if the Tax taxable year or period ended at the end of the day on the Closing Date based on an interim closing of the books (and (b) in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flow through” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or refunds any comparable state, local or credits non-U.S. Law), as if the taxable period of such Taxes) partnership or other “flow through” entity or “controlled foreign corporation” ended as of the end of the Closing Date), except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions, other than with respect to property placed in service after the Closing), shall be allocated on a per diem basis. In the case of any other Taxes that are imposed on a periodic basis with respect to for a Straddle Period, the business or assets (including real property amount of such Taxes and personal property Taxes) or otherwise measured by that have accrued through the level of any item, be deemed to Closing Date shall be the amount of such Taxes for the entire Straddle Period relevant period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is shall be the number of calendar days in from the portion beginning of the Straddle Period ending on period up to and including the Closing Date and the denominator of which is shall be the number of calendar days in the entire Straddle Period. Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Dateperiod.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or are payable with respect to any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 6.5 shall be computed by reference to the level of such items on the Closing Date. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the case of any Taxes of Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Purchased Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall 94 Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of Seller or its Purchased Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 10.2 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by the Buyer and the Seller, the The Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period Taxes shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, receipts or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date and (b) in the case of Taxes (or refunds or credits of such Taxes) (other than those described in Section 8.4(a)) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such Acquired Companies that the Seller, the Company or are payable with respect to any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Acquired Companies or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 10.5 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Acquired Companies. 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 as a short taxable period ending as of the close of business on the Closing Date. No election under Treasury Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate income to the pre-Closing portion of the Straddle Period shall be made.

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

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

Straddle Periods. Unless otherwise agreed by (a) For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of the Company and its Subsidiaries as any Taxes of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 10.6 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, case of any Taxes of RTMAC that are payable with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax tax period that begins before and ends after the Closing Date (a “Straddle Period”"STRADDLE PERIOD"), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of RTMAC or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 7.05 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed For purposes of this Agreement, in the case of any Taxes payable by the Buyer and the Seller, the Buyer and the Seller will, Company with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 8.05 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by the Buyer and the Seller, the Buyer and the Seller will, Any Taxes with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, Company that relate to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins beginning on or before the Closing Date and ends ending after the Closing Date (a “Straddle Period”), ) and which are not included in the Closing Balance Sheet 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 Taxes not measured or measurable, in whole or in part, by net or gross income or receipts), on a per diem basis and, (ii) in the case of other Taxes, on the “closing of the books” method; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis, such as the deduction for depreciation, shall be apportioned between such two taxable years or periods on a daily basis, and provided further, that any changes as a result of the Merger in such exemptions, allowances or deductions than would have otherwise been available shall not increase the taxes payable by the Shareholders The Company shall file any Tax Returns for any Straddle Period, and the Parent shall pay or cause the Company to pay all Taxes shown as due on any such Tax Returns. The Shareholders shall pay the Parent all such Taxes (or refunds or credits of such Taxes) that are attributable apportioned to the Pre-Closing Tax Partial Period shall (a) in to the case of extent such Taxes (or refunds or credits of such Taxes) that are either not (i) based upon or related paid by the Company prior to income or receiptsthe Closing Date, (ii) imposed reflected in connection with the reserve for Tax liability (rather than any salereserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the Closing Balance Sheet, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) taken into account in the determination of Partial-Month Net Income or Partial-Month Net Loss (in each case without duplication)) due pursuant to the filing of any other non-income taxes not otherwise provided for in such Tax Returns under the provisions of this Section 8.510.4(c) within fifteen (15) business days of receipt of notice of such filing by the Company, be deemed equal to which notice shall set forth in reasonable detail the amount that would be payable if calculations regarding the Tax year or period ended on the Closing Date and (b) in the case of Taxes (or refunds or credits Shareholders’ share of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Operating Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or are payable with respect to any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Operating Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 13.10(c) shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Governmental Body to treat a 100 portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by In the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax taxable period that begins before and ends after includes (but does not end on) the Closing Date (a “Straddle Period”), the portion amount of any such Taxes (based on or refunds measured by income, gross or credits net sales, payments or receipts, or payroll of such Taxes) that are attributable to the Company and the Company Subsidiaries for the Pre-Closing Tax Taxable Period shall (a) in be determined based on an interim closing of the case books as of Taxes (or refunds or credits the close of such Taxes) that are either (i) based upon or related to income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5, be deemed equal to the amount that would be payable if the Tax year or period ended business on the Closing Date (and (b) in for such purpose, the case of Taxes (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level taxable period of any item, partnership or other pass-through entity shall be deemed to terminate at such time) and the amount of any other Taxes of the Company and the Company Subsidiaries for the portion of a Straddle Period that ends on and includes the Closing Date shall be deemed to be the amount of such Taxes Tax for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), taxable period multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period taxable period ending on the Closing Date and the denominator of which is the number of calendar days in the entire such Straddle Period. Any exemption; provided, deductionhowever, credit that exemptions, allowances, deductions or other item (including the effect of any graduated rates of Tax) Taxes that is are calculated on an annual basis basis, such as property Taxes and depreciation deductions, shall be apportioned between such two taxable years or periods on a daily basis. For the avoidance of doubt, if the Company or any Company Subsidiary is a “United States shareholder” (within the meaning of Section 951(b) of the Code) of a controlled foreign corporation (within the meaning of Section 957 of the Code), amounts, if any, included in the income of the Company or such Company Subsidiary (as applicable) under Section 951 of the Code with respect to any Straddle Period of the controlled foreign corporation shall be allocated to between such two taxable years or periods of the portion Company or such Company Subsidiary (as applicable) by assuming that, for purposes of Section 951 of the Code, the Straddle Period ending on of the Closing Date on a pro rata basis determined by multiplying the total amount controlled foreign corporation consisted of such item allocated to the Straddle Period by a fractiontwo taxable years or periods, the numerator one of which is ended at the number close of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator other of which is began at the number beginning of calendar days in the entire Straddle Periodday following the Closing Date. In the case of any taxable period that begins before and ends after the Reference Date (a “Straddle Reference Date Period”), Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to will be allocated under this Section 8.5 shall be computed by reference apportioned to the level Pre-Reference Date Taxable Period in the same manner as Taxes are apportioned to the Pre-Closing Taxable Period in the case of such items on the Closing Datea Straddle Period.

Straddle Periods. Unless otherwise agreed by the Buyer and the SellerFor purposes of allocating any Straddle Period Taxes pursuant to this Agreement, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the Pre-Closing Tax Period shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) the Taxes for a Straddle Period based upon on or related to measured by income or receipts, receipts (iiincluding insurance premiums) of the Insurer or imposed in connection with any sale, transfer sale or assignment or any deemed sale, other transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other nonspecifically identifiable transaction or event shall be allocated between the Pre-income taxes not otherwise provided for in this Section 8.5, be deemed equal to Effective Period and the amount that would be payable if Post-Effective Period based on an interim closing of the Tax year or period ended on books as of the end of the day immediately preceding the Closing Date and (bii) in the case of other Taxes for a Straddle Period not reasonably allocable pursuant to clause (or refunds or credits of such Taxesi) that are imposed above on a periodic specific identification or interim closing basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, shall be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by allocated based upon a fraction, the numerator of which is the number of calendar days in the portion of the Pre-Effective Period or Post-Effective Period included in such Straddle Period ending on the Closing Date Period, as applicable, and the denominator of which is the number of calendar days in the entire such Straddle Period. Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis credits relating to a Straddle Period shall be allocated to taken into account as though the portion of the Straddle Period ending relevant taxable period ended on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on day immediately preceding 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 Insurer. (iv) Except as required by applicable Tax Law, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall not permit any of its Affiliates (including, after the Closing, the Insurer) to (A) make, change, revoke, or otherwise modify any election related to Taxes; (B) change or otherwise modify an annual accounting period; (C) file, refile, amend, or otherwise modify (including by way of a carry back of any Tax attributes) any Tax Return (other than the initial filing of Tax Returns in accordance with Sections 8.03(c)(i) and (ii)); (D) enter into any closing agreement or settle any Tax claim or assessment; (E)

Straddle Periods. Unless otherwise agreed by In the Buyer and the Seller, the Buyer and the Seller will, case of Taxes that are payable with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) Tax that are attributable is allocable to the Pre-portion of the taxable period ending on the Closing Tax Period Date shall be: (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, receipts or (iiy) imposed in connection with any sale, transfer sale or assignment or any deemed sale, other transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise than conveyances pursuant to this Agreement, as provided for in this under Section 8.57.06), be deemed equal to the amount that which would be payable (after giving effect to amounts which may be deducted from or offset against such Taxes) if the Tax year or taxable period ended on the Closing Date and Date; (b) in the case of Taxes (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business assets of the Company or assets the Company Subsidiaries (including real property excluding Taxes and related solely to personal property Taxes) property), or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (after giving effect to amounts which may be deducted from or offset against such Taxes) (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. ; and (c) Any exemption, deduction, credit or other item (including the effect refund resulting from an overpayment of any graduated rates of Tax) that is calculated on an annual basis Taxes for a Straddle Period shall be allocated prorated based upon the method employed in this paragraph (c) taking into account the type of Tax to which the portion refund relates. All determinations necessary to effect the foregoing allocations shall be made in a manner consistent with prior practice of the Straddle Period ending on Company or the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fractionCompany Subsidiaries, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Periodas applicable. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.7.02

Straddle Periods. Unless otherwise agreed by the Buyer and the Seller, the Buyer and the Seller will, Any Taxes with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, Target that relate to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for ---------------- a Tax period that begins beginning on or before the Closing Date and ends ending after the Closing Date (a “"Straddle Period”), ") shall be apportioned between the portion of --------------- such Straddle Period ending on or prior to the Closing Date (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 Taxes not measured or measurable, in whole or in part, by net or gross income or receipts), on a per diem basis and, (ii) in the case of other Taxes, on the "closing of the books" method. The Surviving Corporation shall file or cause to be filed all Tax Returns for Target for any Straddle Period, and the Surviving Corporation shall pay all Taxes shown as due on any such Tax Returns. The Target Shareholder Representative may direct by written instruction to Parent not later than 15 days before such proposed filing date of any such Tax Return the adoption of any legally permissible position on such Tax Returns to the extent that the reporting position proposed by the Surviving Corporation would result in indemnity liability of the Target Shareholders under this Agreement, other than a position that is not supported by substantial authority within the meaning of Section 6662 of the Code; provided that such position does not materially and disproportionately increase the prospective Tax liabilities of the Surviving Corporation or Parent. Pursuant to, and to the extent of, the indemnity obligations under Section 10.4, the Target Shareholders shall reimburse Parent for all such Taxes (or refunds or credits of such Taxes) that are attributable apportioned to the Pre-Closing Partial Period that are due pursuant to the filing of any such Tax Period Returns under the provisions of this Section 7.5(c) within fifteen (15) days of receipt of notice -------------- of such filing by Target, which notice shall (a) set forth in reasonable detail the case of Taxes (or refunds or credits calculations regarding the Target Shareholders' share of such Taxes) that are either (i) based upon or related to income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date and (b) in the case of Taxes (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, case of any taxable year or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins on or before and ends after the Closing Date (a “Straddle Period”), the portion amount of (i) any such Income Taxes, sales Taxes, or other transaction-based Taxes (of the Foreign Subsidiaries or refunds attributable to the ownership or credits operation of such Taxes) that are attributable the Purchased Assets or the Business, as applicable, allocable to the Pre-Closing Tax Taxable Period shall be computed as if such taxable year or period (aand the taxable year or period of any entity in which the Sellers or the Foreign Subsidiaries, as applicable, owns a direct or indirect interest) in ended as of the case close of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receiptsbusiness on the Closing Date, and (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other nonTaxes of the Foreign Subsidiaries or attributable to the ownership or operation of the Purchased Assets or the Business, as applicable, for a Straddle Period allocable to the Pre-income taxes not otherwise provided for in this Section 8.5, Closing Taxable Period shall 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 (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period taxable period ending on the Closing Date and the denominator of which is the total number of calendar days in the entire such Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date Date, and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 7.7(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Sellers and the Foreign Subsidiaries to the extent permitted by applicable Law. The Buyers and the Seller Parties shall, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of determining the Buyer amount of Taxes included in Net Working Capital, Company Indebtedness, Seller Taxes and this Section 6.8(d), in the Seller, the Buyer case of any Taxes that are imposed on a periodic basis and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return are payable for a Tax Taxable period that begins before and ends after includes (but does not end on) the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits Tax that relates to the portion of such Taxes) that are attributable to Taxable period ending on the Pre-Closing Tax Period shall Date will (ai) in the case of any Taxes (or refunds or credits of such Taxes) that are either (i) other than Taxes based upon or related to income income, gain or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date and (b) in the case of Taxes (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, be deemed to be the amount of such Taxes Tax for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any exemptionPeriod and (ii) in the case of any Tax based upon or related to income, deduction, credit gain or other item receipts (including income Taxes and sales and use Taxes), be deemed equal to the effect of any graduated rates of Taxamount which would be payable if the relevant Taxable period ended on the Closing Date; provided, that (i) exemptions, allowances or deductions that is are calculated on an annual basis shall (including, but not limited to, depreciation and amortization deductions) that are actually available to be utilized will 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 to the extent permitted by applicable Law, (ii) any Transaction Tax Deductions for a Straddle Period will 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 by a fractionextent permitted under applicable Law, the numerator of which is the number of calendar days in (iii) the portion of any Tax that is allocable to the pre-Closing portion of any Straddle Period ending for purposes of this Section 6.8(d) shall include any Taxes attributable to any amount required to be included under Section 951 of the Code or Section 951A of the Code by Buyer or any of its Affiliates (including, following the Closing, any Company Group Member), assuming the Taxable year of the applicable Company Group Member was deemed to end on the Closing Date to the extent such amount (A) is attributable to the income, earnings and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (profits or refunds or credits property of such TaxesCompany Group Member and (B) based upon would be allocable to any Pre-Closing Tax Period if the Taxable year of each such entity ended on the day prior to the Closing Date (determined on a “with and without” basis) and (iv) items of income, gain, loss, deduction and credit for the Pre-Closing Tax Period of the Company and Holdings shall be allocated and determined by utilizing the interim closing method as of the end of the day on the Closing Date in accordance with Treasury Regulations Section 1.706-4 (and any similar provisions of applicable state, local or measured by capital (including net worth or long-term debt) or intangiblesforeign law). Subject to the other terms of this Agreement, any amount thereof required credits or estimated Tax payments relating to a Straddle Period will be allocated under this Section 8.5 shall be computed by reference to taken into account as though the level of such items relevant Taxable period ended on the Closing Date.

Straddle Periods. Unless otherwise agreed by In the Buyer and case of any Taxes of the SellerAcquired Companies, the Buyer and Purchased Assets or the Seller will, Business that are payable with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the any Tax year of the Company and its Subsidiaries as of the close of business on period beginning before the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before Date and ends ending after the Closing Date (each a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the Prepre-Closing Tax portion of such Straddle Period shall shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (iA) based upon or related to income or receipts, receipts or (iiB) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business Acquired Companies, the Purchased Assets or assets (including real property Taxes and personal property Taxes) the Business, or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the past practice of the Acquired Companies. In the case of Tax Returns to be filed with respect to a Straddle Period, the Buyer Parties shall, except as otherwise required by applicable Law, prepare such Tax Returns in a manner consistent with past practice, and timely file such Tax Returns with the applicable Taxing Authority, provided that, with respect to any Taxes Tax Returns addressed by this Section 6.13(c) that includes Pre-Closing Taxes, Buyer Parties shall deliver any such Tax Return to the Stockholder for its review at least thirty (or refunds or credits of 30) days prior to the date such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof Tax Return is required to be allocated under filed (including extensions) and the Buyer Parties shall consider in good faith comments provided by Stockholder with respect thereto. The Stockholder shall promptly pay to the Buyer Parties all Pre-Closing Taxes shown on any Straddle Period Tax Return filed pursuant to this Section 8.5 shall be computed by reference 6.13(c), except to the level extent such Taxes are accrued for or counted as a liability in the calculation of such items on the Closing DateNet Proceeds as is finally determined in accordance with Section 2.03 hereof.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company Target or any of its Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (for taxable periods or refunds portions thereof ending on or credits of such Taxes) that are attributable to before the Pre-Closing Tax Period shall Date shall: (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (b) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Target or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 10.3 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Target and its Subsidiaries. The parties hereto will, to the extent permitted by Applicable Law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the day prior to the Closing Date. With respect to Tax Returns that are required to be filed by or with respect to the Target or any of its Subsidiaries for Straddle Periods (“Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice. Parent shall notify the Target Stockholder Representative of amounts due from the Target Stockholders, if any, in respect of any Straddle Return no later than ten (10) Business Days prior to the date on which such Straddle Return is due, and, upon such notice, the Target Stockholder Representative shall direct the Escrow Agent to remit such payment to the extent of any remaining portion of the Escrow Amount to Parent and, if no such portion thereof shall remain, each Target Stockholder shall pay, its pro rata (based on the Total Merger Consideration received by the Target Stockholders) portion of any amounts due no later than five (5) Business Days prior to the date such Straddle Return is due. Parent shall deliver any Straddle Return to the Target Stockholder Representative for its review at least thirty (30) days prior to the date on which such Tax Return is required to be filed. If the Target Stockholder Representative disputes any item on such Tax Return, the Target Stockholder Representative shall notify Parent of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne equally by the Target Stockholders and Parent. Neither Parent nor any of its Affiliates shall (or cause or permit the Surviving Corporation or any of its Subsidiaries to) amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Target or any of its Subsidiaries with respect to any taxable periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the written consent of the Target Stockholder Representative, which consent may be withheld in the sole discretion of the Target Stockholder Representative.

Straddle Periods. Unless otherwise agreed by In the Buyer and the Sellercase of any Straddle Period, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year amount of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailablenot based upon or measured by income, such that the Sellerpayroll, specific activities or events, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion level of any such Taxes (item, gain, receipts, proceeds or refunds profits or credits of such Taxes) that are attributable to similar items for the Pre-Closing Tax Period shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5, be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date and (b) in the case of Taxes (or refunds or credits of such Taxes) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) or otherwise measured by the level of any item, will be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), period multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period Tax period ending on the day immediately before the Closing Date and the denominator of which is the number of calendar days in the entire such Straddle Period. Any exemptionThe amount of any other Taxes for a Straddle Period that is included in the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the day immediately before the Closing Date (and for such purpose the taxable period of any partnership will be deemed to end as of the close of business on the day immediately before the Closing Date); provided, deductionhowever, credit that (i) any carryforward of charitable contribution deductions, Tax credits, or other item Tax attributes from a Tax Period ending before the Closing Date to a Straddle Period will be deemed to be used fully in the portion of such Straddle Period ending on the day immediately before the Closing Date before being used in the portion of such Straddle Period beginning on the Closing Date, (including ii) Tax deductions related to Transaction Expenses, the effect Transaction Bonus Payments, the payment of any graduated rates the Company Indebtedness, and the other transactions or payments contemplated by this Agreement that are allowed under applicable Tax Law in a Straddle Period shall be allocated to the pre-Closing portion of Taxthe Straddle Period as provided in Section 8.8.4, and (iii) exemptions, allowances or deductions that is are calculated on an annual basis shall will be allocated to the portion of the Straddle Period ending on the day immediately before the Closing Date on a pro rata basis determined by multiplying in the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is same proportion as the number of calendar days in the portion of during the Straddle Period ending on through the day immediately before the Closing Date and the denominator of which is bears to the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of the Company and its Subsidiaries as any Taxes of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins on or before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to to, income, receipts, payroll or other items of operating income or receiptsexpense, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (ba) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (a) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (a) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total QB\136339.00047\18274478.12 amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) ), intangibles or intangiblesother property, any amount thereof required to be allocated under this Section 8.5 13.5 shall be computed by reference to the level of such items on the Closing Date. The Parties will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of the Company and its Subsidiaries as any Taxes of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period Taxes shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date, and (b) in the case of Taxes (or refunds or credits of such Taxesother than those described in Section 7.7) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (a) of this Section 7.7, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 7.7 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company and its Subsidiaries. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, case of any Taxes with respect to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, Purchased Assets and Assumed Liabilities that are payable with respect to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax tax period that begins before and ends after the Closing Date (a “Straddle Period”"STRADDLE PERIOD"), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) Purchased Assets or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 7.05 shall be computed by reference to the level of such items on the Closing Date. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant Governmental Entity to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company Target or any of its Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes for taxable periods or portions thereof ending on or before the Closing Date shall: (or refunds or credits of such Taxes) that are attributable to the Pre-Closing Tax Period shall (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Target or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Taxtax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 § 10(c) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Target and its Subsidiaries. The parties hereto will, to the extent permitted by applicable law, elect with the relevant Tax authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the day prior to the Closing Date. With respect to Tax Returns that are required to be filed by or with respect to the Target or any of its Subsidiaries for Straddle Periods (“Straddle Returns”), such Straddle Returns shall be prepared in a manner consistent with past practice. Parent shall notify the Target Stockholder Representative of amounts due from the Target Stockholders, if any, in respect of any Straddle Return no later than ten (10) Business Days prior to the date on which such Straddle Return is due, and, upon such notice, the Target Stockholder Representative shall direct the Escrow Agent to remit such payment to the extent of any remaining portion of the Escrow Amount for Indemnification to Parent. Parent shall deliver any Straddle Return to the Target Stockholder Representative for its review at least thirty (30) days prior to the date on which such Tax Return is required to be filed. If the Target Stockholder Representative disputes any item on such Tax Return, the Target Stockholder Representative shall notify Parent of such disputed item (or items) and the basis for its objection. The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be borne by: (x) Parent in the event that the Independent Accounting Firm agrees with the Target Stockholder Representative’s claim as to the disputed item (or items) or (y) by the Target Stockholders in the event that the Independent Accounting Firm agrees with Parent’s claim as to the disputed item (or items) or (z) fifty percent (50%) by the Target Stockholders and fifty percent (50%) by Parent if the Independent Accounting Firm determines that the disputed item (or items) should be another amount. Any amounts payable by the Target Stockholders shall be paid from the Escrow Account for Indemnification. Neither Parent nor any of its Affiliates shall (or cause or permit the Surviving Corporation or any of its Subsidiaries to) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Target or any of its Subsidiaries with respect to any taxable periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the written consent of the Target Stockholder Representative, which consent may be withheld in the sole discretion of the Target Stockholder Representative.

Straddle Periods. Unless otherwise agreed by the Buyer and the SellerFor purposes of this Agreement, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the Pre-Closing Tax Period shall (a) in the case of Taxes (based on income, sales, proceeds, profits, receipts, wages, compensation or refunds or credits similar items and all other Taxes that are not imposed on a periodic basis, the amount of such Taxes) Taxes that are either (i) based upon or related to income or receipts, (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided have accrued through the Closing Date for in this Section 8.5, a Straddle Period shall be deemed equal to be the amount that would be payable if the Tax taxable year or period ended at the end of the day on the Closing Date based on an interim closing of the books (and (b) in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or refunds any comparable state, local or credits non-U.S. Law), as if the taxable period of such Taxes) partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the end of the Closing Date), except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions, other than with respect to property placed in service after the Closing), shall be allocated on a per diem basis. In the case of any other Taxes that are imposed on a periodic basis with respect to for a Straddle Period, the business or assets (including real property amount of such Taxes and personal property Taxes) or otherwise measured by that have accrued through the level of any item, be deemed to Closing Date shall be the amount of such Taxes for the entire Straddle Period relevant period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire period. For the avoidance of doubt, for purposes of allocating Taxes imposed under Section 951A of the Code in respect of a Subsidiary of Parent or the Company, the “qualified business asset investment” (as such term is used in Section 951A(d) of the Code) in respect of the Pre-Closing Tax periodPeriod shall equal the product of (i) the Subsidiary’s “qualified business asset investment” (as defined in Section 951A(d)(1) of the Code) for the taxable year of the Subsidiary that includes the Closing Date (determined as though such taxable year ended on the Closing Date), multiplied by and (ii) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period such taxable year ending on the Closing Date and the denominator of which is the total number of calendar days in the entire Straddle Period. Any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 shall be computed by reference to the level of such items on the Closing Datetaxable year.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or are payable with respect to any of its Subsidiaries is required to file a Tax Return for a Tax period that begins on or before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 9.8(f) shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company, to the extent applicable.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of any Taxes of the Company and its Subsidiaries as of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required are payable with respect to file a Tax Return for a Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (for periods or refunds portions thereof ending on or credits of such Taxes) that are attributable to before the Pre-Closing Tax Period Date shall (a) in the case of Taxes (or refunds or credits of such Taxes) that are either (i) based upon or related to income or receipts, receipts or (ii) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date and (b) in the case of Taxes (or refunds or credits of such Taxesother than those described in Section 8.4(a)) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (a) of the preceding section, any exemption, deduction, credit or other item (including the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 8.4 shall be computed by reference to the level of such items on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Company. The parties hereto will, to the extent permitted by applicable Law, elect with the relevant United States Governmental Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date.

Straddle Periods. Unless otherwise agreed by For purposes of this Agreement, in the Buyer and the Seller, the Buyer and the Seller will, to the extent permitted by applicable Law, elect, or otherwise reasonably cooperate, to close the Tax year case of the Company and its Subsidiaries as any Taxes of the close of business on the Closing Date. To the extent such election is unavailable, such that the Seller, the Company or any of its Subsidiaries is required that are payable with respect to file a Tax Return for a any Tax period that begins before and ends after the Closing Date (a “Straddle Period”), the portion of any such Taxes (or refunds or credits of such Taxes) that are attributable to the constitutes Pre-Closing Tax Period shall Taxes shall: (ai) in the case of Taxes (or refunds or credits of such Taxes) that are either (ix) based upon or related to income or receipts, or (iiy) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible) or (iii) any other non-income taxes not otherwise provided for in this Section 8.5), be deemed equal to the amount that would be payable if the Tax year or period ended on the Closing Date Date; and (bii) in the case of Taxes (or refunds or credits of such Taxesother than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets (including real property Taxes and personal property Taxes) of the Company or its Subsidiaries or otherwise measured by the level of any item, be deemed to be the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes (or refunds or credits of such Taxes) determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period), ) multiplied by a fraction, fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. Any For purposes of clause (i) of the preceding sentence, any exemption, deduction, credit or other item (including including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by multiplying the total amount of such item allocated to the Straddle Period by times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Taxes (or refunds or credits of such Taxes) Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this Section 8.5 10.07 shall be computed by reference to the level of such items on the Closing Date.