TAX ALLOCATION AGREEMENT

Exhibit 10.1

 

 

TAX ALLOCATION AGREEMENT

 

by and between

 

FORTUNE BRANDS, INC.

 

and

 

ACCO WORLD CORPORATION

 

 

August 16, 2005

TABLE OF CONTENTS

 

 

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TAX ALLOCATION AGREEMENT

 

TAX ALLOCATION AGREEMENT (this “ Agreement ”) dated as of August 16, 2005, by and between FORTUNE BRANDS, INC., a Delaware corporation (“ Fortune ”), and ACCO WORLD CORPORATION, a Delaware corporation and a wholly-owned subsidiary of Fortune (“ ACCO ”).

 

WHEREAS, Fortune and ACCO have entered into a distribution agreement (the “ Distribution Agreement ”), pursuant to which all of the issued and outstanding shares of common stock, par value $1.00 per share, of ACCO (the “ ACCO Common Stock ”) will be distributed on a pro rata basis to Fortune’s stockholders as provided in the Distribution Agreement (the “ Distribution ”);

 

WHEREAS, the Boards of Directors of Fortune, ACCO, GENERAL BINDING CORPORATION, a Delaware corporation (“ GBC ”) and GEMINI ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of ACCO (“ Acquisition Sub ”) have approved an agreement and plan of merger (the “ Merger Agreement ”) pursuant to which Acquisition Sub and GBC will enter into a merger transaction in order to advance the long-term strategic business interests of Fortune, ACCO, GBC and Acquisition Sub;

 

WHEREAS, the Boards of Directors of Fortune, ACCO, GBC and Acquisition Sub have determined to consummate such merger transaction by means of a business combination transaction in which, immediately following the Distribution Acquisition Sub will merge with and into GBC (the “ Merger ”), with GBC being the surviving corporation;

 

WHEREAS, the parties to this Agreement intend that the Distribution qualify under Section 355 of the Code (as defined herein) as a spin-off, that the Merger qualify under Section 368 of the Code as a reorganization and that the Merger Agreement shall constitute a “plan or reorganization” for purposes of Sections 354 and 361 of the Code; and

 

WHEREAS, Fortune and ACCO wish to provide for and agree upon the allocation between the Fortune Tax Group (as defined herein) and the ACCO Tax Group (as defined herein) of all responsibilities, liabilities and benefits relating to or affecting Taxes (as defined herein) paid or payable by either of them for all taxable periods, whether beginning before, on or after the Distribution Date (as defined herein).

NOW, THEREFORE, in consideration of the premises and of the respective agreements contained in this Agreement, the parties hereto hereby agree as follows:

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01 General . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Any capitalized term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Distribution Agreement.

 

“ Actually Realized ” shall mean, for purposes of determining the timing of any Taxes (or related Tax cost or benefit) relating to any payment, transaction, occurrence or event, the time at which the amount of Taxes (including estimated Taxes) payable by any person is increased above or reduced below, as the case may be, the amount of Taxes that such person would be required to pay but for the payment, transaction, occurrence or event.

 

“ ACCO ” shall have the meaning ascribed thereto in the preamble.

 

“ ACCO Foreign NOLs ” shall have the meaning set forth in Section 4.03(a).

 

“ ACCO Group Employees and Former Employees ” shall mean individuals (i) who are employees of any member of the ACCO Tax Group on the date of the event giving rise to a deduction in respect of any Stock Options held by such individuals or (ii) who were employees of any member of the ACCO Tax Group and were not thereafter employees of any member of the Fortune Tax Group.

 

“ ACCO Post-Distribution Tax Act ” shall have the meaning set forth in Section 3.01(a).

 

“ ACCO Tax Act ” shall have the meaning set forth in Section 3.02(b).

 

“ ACCO Tax Group ” shall mean (i) ACCO and (ii) any corporation or other legal entity which ACCO directly or indirectly (a) owns immediately after the Distribution, or (b) owned prior to the Distribution but did not own at the time of the Distribution, but only if such entity was disposed of directly or indirectly by ACCO to an entity other than a member of the Fortune Tax Group.

 

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“ ACCO Tax Representation Letter ” shall mean the letter delivered by ACCO to Fortune on the Distribution Date, substantially in the form set forth in Schedule 3.02(c) attached hereto.

 

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, or any successor legislation.

 

“ Compensation Payments ” shall mean all compensation payments made by or at the direction of Fortune to employees of the ACCO Tax Group which are paid or accrued under the ACCO Senior Management Incentive Plan or the Day-Timers Special Incentive Plan.

 

“ Distribution ” shall mean the distribution of the ACCO Common Stock on a pro rata basis to holders of Fortune Common Stock on the Distribution Date pursuant to the Distribution Agreement.

 

“ Distribution Agreement ” shall have the meaning ascribed thereto in the preamble.

 

“ Distribution Date ” shall mean the date on which the Distribution occurs (or, if different, the date on which the Distribution is deemed to occur for U.S. federal Income Tax purposes). For purposes of this Agreement, the Distribution shall be deemed effective as of the end of the day on the Distribution Date.

 

“ Distribution Taxes ” shall mean any Taxes resulting from (a) the failure of the Distribution to qualify as a spin-off under Section 355 of the Code or (b) the failure of the Distribution to qualify as tax-free to Fortune or any member of the Fortune Tax Group under Section 355(c) of the Code.

 

“ Expenses ” shall mean any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

 

“ Foreign Income Tax ” shall mean any Income Tax other than a U.S. federal, state or local Income Tax.

 

“ Foreign Income Tax Returns ” shall mean any Income Tax Return which is not a U.S. federal, state or local Income Tax Return.

 

“ Fortune ” shall have the meaning ascribed thereto in the preamble.

 

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“ Fortune Board ” shall mean the Board of Directors of Fortune or a duly authorized committee thereof.

 

“ Fortune Common Stock ” shall mean the Common Stock, par value of $3.125 per share, of Fortune.

 

“ Fortune Common Stock Options ” shall mean options to acquire Fortune Common Stock.

 

“ Fortune Credited Cash ” shall have the meaning ascribed thereto in the Distribution Agreement.

 

“ Fortune Foreign NOLs ” shall have the meaning set forth in Section 4.03(b).

 

“ Fortune Tax Group ” shall mean (i) Fortune, (ii) any corporation or other legal entity which Fortune directly or indirectly owns on the Distribution Date at any time after the Distribution, and (iii) any other corporation or other legal entity which Fortune directly or indirectly owned at any time prior to the Distribution Date other than a member of the ACCO Tax Group.

 

“ Fortune Tax Representation Letter ” shall mean the letter delivered by Fortune to ACCO on the Distribution Date, substantially in the form set forth in Schedule 3.02(d) attached hereto.

 

“ Fortune/ACCO Tax Group ” shall mean any corporation or other legal entity which is a member of the Fortune Tax Group or the ACCO Tax Group but only with respect to taxable periods (or portions thereof) ending on or before the Distribution Date.

 

“ GBC ” shall have the meaning ascribed thereto in the preamble.

 

“ Income Tax ” shall mean (a) any Tax based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, minimum Tax and any Tax on items of Tax preference, but not including sales, use, real or personal property, gross or net receipts, transfer or similar Taxes) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (i) above, or (b) any U.S. state or local franchise Tax; including in the case of each of (a) and (b) any related interest and any penalties, additions to such Tax or additional amounts imposed with respect thereto by any Tax Authority.

 

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“ Income Tax Benefit ” shall mean for any taxable period the excess of (i) the hypothetical Income Tax liability of the taxpayer for the taxable period calculated as if the Timing Difference or Reverse Timing Difference, as the case may be, had not occurred but with all other facts unchanged, over (ii) the actual Income Tax liability of the taxpayer for the taxable period, calculated taking into account the Timing Difference or Reverse Timing Difference, as the case may be (treating an Income Tax refund or credit as a negative Income Tax liability for purposes of such calculation).

 

“ Income Tax Detriment ” shall mean for any taxable period the excess of (i) the actual Income Tax liability of the taxpayer for the taxable period, calculated taking into account the Timing Difference or Reverse Timing Difference, as the case may be, over (ii) the hypothetical Income Tax liability of the taxpayer for the taxable period, calculated as if the Timing Difference or Reverse Timing Difference, as the case may be, had not occurred but with all other facts unchanged (treating an Income Tax refund or credit as a negative Income Tax liability for purposes of such calculation).

 

“ Income Tax Return ” shall mean any Tax Return that relates to Income Taxes.

 

“ Indemnitee ” shall have the meaning set forth in Section 3.03.

 

“ Indemnitor ” shall have the meaning set forth in Section 3.03.

 

“ Indemnity Issue ” shall have the meaning set forth in Section 3.03.

 

“ IRS ” shall mean the Internal Revenue Service.

 

“ Losses ” shall mean any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges.

 

“ Non-Income Tax ” shall mean any Tax other than an Income Tax.

 

“ Person ” shall mean any individual, partnership, joint venture, corporation, limited liability entity, trust, unincorporated organization or other entity (including a governmental entity).

 

“ Post-Distribution Taxable Period ” shall mean a taxable period beginning after the Distribution Date.

 

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“ Post-Tax Indemnification Period ” shall mean any Post-Distribution Taxable Period and that portion of any Straddle Period that begins on the day after the Distribution Date.

 

“ Pre-Distribution Taxable Period ” shall mean a taxable period ending on or before the Distribution Date.

 

“ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

 

“ Reverse Timing Difference ” shall mean an increase in income, gain or recapture, or a decrease in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for any taxable period coupled with an increase in deduction, loss or credit, or a decrease in income, gain or recapture, of the taxpayer or a related taxpayer for the same or a subsequent taxable period.

 

“ Stock Options ” shall mean ACCO Common Stock Options or Fortune Common Stock Options.

 

“ Straddle Period ” shall mean a taxable period that includes but does not end on the Distribution Date.

 

“ Tax ” and “ Taxes ” shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a federal, state, municipal, governmental, territorial, local, foreign or other body, and without limiting the generality of the foregoing, shall include net income, gross income, gross receipts, sales, use, value added, ad valorem, transfer, recording, franchise, profits, license, lease, service, service use, payroll, wage, withholding, employment, unemployment insurance, workers compensation, social security, excise, severance, stamp, business license, business organization, occupation, premium, property, environmental, windfall profits, customs, duties, alternative minimum, estimated or other taxes, fees, premiums, assessments or charges of any kind whatever imposed or collected by any governmental entity or political subdivision thereof, together with any related interest and any penalties, additions to such tax or additional amounts imposed with respect thereto by any Tax Authority.

 

“ Tax Authority ” shall mean, with respect to any Tax, any governmental entity, quasi-governmental body or political subdivision thereof that imposes such Tax and the agency (if any) charged with the determination or collection of such Tax for such entity, body or subdivision.

 

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“ Tax Group ” shall mean the Fortune Tax Group or the ACCO Tax Group, as the case may be.

 

“ Tax Indemnification Period ” shall mean any Pre-Distribution Taxable Period and that portion of any Straddle Period that ends on the Distribution Date.

 

“ Tax Return ” shall mean any return, filing, questionnaire, information return, election or other document required or permitted to be filed, including requests for extensions of time, filings made with respect to estimated tax payments, claims for refund and amended returns that may be filed, for any period with any Tax Authority (whether domestic or foreign) in connection with any Tax (whether or not a payment is required to be made with respect to such filing).

 

“ Timing Difference ” shall mean a decrease in income, gain or recapture, or an increase in deduction, loss or credit, as calculated for Income Tax purposes, of the taxpayer for any taxable period coupled with a decrease in deduction, loss or credit, or an increase in income, gain or recapture, of the taxpayer or a related taxpayer for the same or a subsequent taxable period.

 

“ Transaction Agreements ” shall have the meaning ascribed thereto in the Distribution Agreement.

 

“ Transfer Taxes” shall mean any sales Taxes, use Taxes, real property transfer or gains Taxes, asset transfer documentary stamp Taxes or similar Taxes. For the avoidance of doubt, Transfer Taxes shall not include any Income Taxes.

 

Section 1.02 Schedules, etc . References to a “ Schedule ” are, unless otherwise specified, to a Schedule attached to this Agreement; references to “ Section ” or “ Article ” are, unless otherwise specified, to one of the Sections or Articles of this Agreement; references to “ sub-section ” are, unless the context otherwise requires, references to the section in which the reference appears; and references to this Agreement include the Schedules.

 

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ARTICLE II

 

FILING OF TAX RETURNS; PAYMENT OF TAXES; REFUNDS

 

Section 2.01 Preparation of Tax Returns .

 

(a) Fortune shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is required to file a consolidated, combined or unitary Tax Return with a member of the Fortune Tax Group or (B) a member of the Fortune Tax Group for any taxable period.

 

(b) ACCO shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is not required to file a consolidated, combined or unitary Tax Return with a member of the Fortune Tax Group and (B) a member of the ACCO Tax Group for Post-Distribution Taxable Periods.

 

(c) Unless Fortune and ACCO otherwise agree in writing, all Tax Returns (including amendments thereto) described in this Section 2.01 filed after the date of this Agreement for Pre-Distribution Taxable Periods or Straddle Periods, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed.

 

(d) The Fortune Tax Group and the ACCO Tax Group will be included in the consolidated federal Income Tax Returns of the Fortune Tax Group for the calendar year 2004 and the portion of the calendar year 2005 ending on the Distribution Date. If the Distribution occurs, ACCO shall provide complete packages of information and such other information as Fortune may reasonably request, to enable Fortune to include the ACCO Tax Group in such consolidated federal Income Tax Returns (to the extent information was not previously provided to Fortune). Such information packages shall be prepared in accordance with instructions and procedures furnished by Fortune. In the case of the 2004 consolidated federal Income Tax Return, such information package was furnished by Fortune on or about May 1, 2005 and the responses to such information package shall be delivered to Fortune not later than August 1, 2005 (unless otherwise agreed by the parties hereto). In the case

 

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of the 2005 consolidated federal Income Tax Return, such information package shall be furnished by Fortune not later than one month after the Distribution Date (unless otherwise agreed by the parties hereto) and the responses to such information package shall be delivered to Fortune not later than three months after receipt of such information package (unless otherwise agreed by the parties hereto). Promptly after completion thereof, Fortune shall furnish to ACCO a copy of the pro forma separate federal Income Tax Returns of the ACCO Tax Group, or similar data, used in the preparation and filing of the consolidated federal Income Tax Returns of the Fortune Tax Group for the 2004 and 2005 tax periods, as the case may be. In the case of the 2004 and 2005 combined Illinois and Kentucky Income Tax Returns, ACCO shall provide pro forma separate Illinois and Kentucky Income Tax Returns of the ACCO Tax Group to Fortune on the same dates as it provides responses to the corresponding federal Income Tax Return information packages.

 

(e) At least twenty (20) days prior to the due date (or filing date in the case of an amended Tax Return) for filing any Tax Return which Fortune is responsible for filing under Section 2.01(a) and, upon the request of Fortune, at least twenty (20) days prior to the due date (or filing date in the case of any amended Tax Return) for filing any Tax Return for which ACCO is responsible for filing under Section 2.01(a), the party responsible under this Section 2.01 for preparation of a particular Tax Return for Pre-Distribution Taxable Periods or Straddle Periods shall make available a draft of such Tax Return (or relevant portions thereof) for review and comment by such non-responsible party. Subject to the provisions of this Agreement, all decisions relating to the preparation of Tax Returns shall be made in the sole discretion of the party responsible under this Agreement for such preparation.

 

Section 2.02 Payment of Income Taxes .

 

Except as otherwise provided in this Agreement:

 

(a) Fortune shall pay or cause to be paid, on a timely basis, all Income Taxes shown as due on Income Tax Returns for (A) any member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is required to file a consolidated, combined or unitary Income Tax Return with a member of the Fortune Tax Group and (B) any member of the Fortune Tax Group for any taxable period; provided , however , that ACCO, on behalf of the ACCO Tax Group, hereby assumes and agrees to pay directly to or at the direction of Fortune, at times consistent with past practice, the portion of such Income Taxes shown as due on such Income Tax Returns for any 2005 Pre-Distribution Taxable Period or Straddle Period which relates to a member of the ACCO Tax Group or its business, assets or activities determined in accordance with Section 2.04. After the date of this Agreement, Fortune will provide a written

 

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notice to ACCO of the ACCO Tax Group’s unpaid share of any consolidated, combined or unitary Income Tax liability for 2005 after taking into account all estimated Income Tax payments received by Fortune from ACCO. Such written notice shall include such computations and descriptions as may be necessary to identify and support the basis for the determination of the amount requested in the notice. ACCO shall pay any such amount to Fortune within ten days of ACCO’s receipt of such written notice; provided however, that ACCO shall have the right to dispute the amount and/or method of determining the amount requested in the notice, and, to the extent of the amount disputed, ACCO shall pay any disputed amount (as it may be revised pursuant to the resolution of any dispute) to Fortune within the later of (i) ten days of ACCO’s receipt of such written notice and (ii) ten days of ACCO’s receipt of such written notice as revised pursuant to the resolution of any dispute.

 

(b) ACCO shall pay or cause to be paid, on a timely basis, all U.S. state and local and all foreign Income Taxes shown as due on Income Tax Returns for (A) any member of the ACCO Tax Group for any Pre-Distribution Taxable Period or Straddle Period in which such ACCO Tax Group member is not required to file a consolidated, combined or unitary Tax Return with a member of the Fortune Tax Group and (B) any member of the ACCO Tax Group for any Post-Distribution Taxable Period.

 

(c) Notwithstanding any other provision of this Agreement, all Transfer Taxes incurred in connection with the Distribution and/or the Merger shall be paid by the ACCO Tax Group.

 

(d) Prior to the determination under the Distribution Agreement of the Fortune Credited Cash, a payment has been made by ACCO to Fortune (by means of an adjustment to intercompany accounts) in respect of U.S. federal, state and local consolidated, combined and unitary Income Taxes due on or about March 15, 2005 from ACCO to Fortune in respect of the 2004 tax year and for the period through March 15, 2005 in respect of the 2005 tax year based on a good faith estimate by Fortune and ACCO of such Taxes. It is intended that the Fortune Credited Cash shall reflect a reduction for such amount of U.S. federal, state and local consolidated, combined and unitary Income Taxes so paid. Notwithstanding any other provision of this Agreement, or any other Transaction Agreement, in the event that the computation of Fortune Credited Cash does not reflect a reduction for such payment, Fortune (and not ACCO) shall be liable for such amount of Income Taxes.

 

Section 2.03 Tax Refunds and Carrybacks .

 

(a) Retention and Payment of Tax Refunds . Except as otherwise provided in this Agreement, Fortune shall be entitled to retain, and to

 

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receive within ten days after Actually Realized by the ACCO Tax Group, the portion of all refunds or credits of Taxes for which the Fortune Tax Group is liable pursuant to Section 2.02 or Section 3.01(a), and ACCO shall be entitled to retain, and to receive within ten days after Actually Realized by the Fortune Tax Group, the portion of all refunds or credits of Taxes for which the ACCO Tax Group is liable pursuant to Section 2.02 or Section 3.01(b). For the avoidance of doubt, the Fortune Tax Group (and not the ACCO Tax Group) shall be deemed the party liable for (and therefore entitled to the refund or credit of) all Income Taxes paid by the ACCO Tax Group on or before March 15, 2005. Notwithstanding the foregoing and subject to Sections 3.04 and 4.03, the ACCO Tax Group shall be entitled to retain, and to receive within ten days after Actually Realized by the Fortune Tax Group, the portion of all refunds or credits of Taxes attributable to ACCO Foreign NOLs (as defined in Section 4.03(a)). The amount of any refund or credit of Taxes to which Fortune or ACCO is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by the ACCO Tax Group, in the case of a refund or credit to which Fortune is entitled, or the Fortune Tax Group, in the case of a refund or credit to which ACCO is entitled, upon the receipt of such refund or credit.

 

(b) Carrybacks . Unless the parties otherwise agree in writing, ACCO shall elect and shall cause each member of the ACCO Tax Group to elect, where permitted by law, to carry forward any net operating loss, net capital loss, charitable contribution or other item arising after the Distribution Date that could, in the absence of such election, be carried back to a Pre-Distribution Taxable Period. Except as otherwise provided in this Agreement, notwithstanding the provisions of Section 2.03(a), (i) any refund or credit of Taxes resulting from the carryback of any item of loss, deduction or credit attributable to the ACCO Tax Group arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account and benefit of the ACCO Tax Group, and (ii) any refund or credit of Taxes resulting from the carryback of any item of loss, deduction or credit attributable to the Fortune Tax Group arising in a Post-Tax Indemnification Period to a Tax Indemnification Period shall be for the account and benefit of the Fortune Tax Group.

 

(c) Refund Claims . Fortune shall be permitted to file at Fortune’s sole expense, and ACCO shall reasonably cooperate with Fortune in connection with, any claims for refund of Taxes to which Fortune is entitled pursuant to this Section 2.03 or any other provision of this Agreement. Fortune shall reimburse ACCO for any reasonable out-of-pocket costs and expenses incurred by any member of the ACCO Tax Group in connection with such cooperation. ACCO shall be permitted to file at ACCO’s sole expense, and Fortune shall reasonably cooperate with ACCO in connection with, any claims for refunds of Taxes to which ACCO is entitled pursuant to this Section 2.03 or any other provision of this Agreement.

 

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ACCO shall reimburse Fortune for any reasonable out-of-pocket costs and expenses incurred by any member of the Fortune Tax Group in connection with such cooperation.

 

Section 2.04 Straddle Period Taxes . It is anticipated that, in the case of any member of the ACCO Tax Group which files a consolidated, combined or unitary Income Tax Return with a member of the Fortune Tax Group during all or a portion of 2005, (i) the relevant taxable year of such ACCO Tax Group member beginning on January 1, 2005 will end on the Distribution Date, and items of income, gain, loss, deduction and credit with respect to such short taxable year shall be included in the Fortune Tax Group consolidated, combined or unitary Income Tax Return for 2005 and (ii) items of income, gain, loss, deduction and credit with respect to the short taxable year of such ACCO Tax Group member beginning on the day after the Distribution Date will not be included in any Fortune Tax Group Income Tax Return. Accordingly, it is not anticipated that any Straddle Period will exist with respect to a consolidated, combined or unitary Income Tax Return. If a Straddle Period exists and all or a portion of such Straddle Period is included in a consolidated, combined or unitary Income Tax Return of the Fortune Tax Group, the Taxes of any member of the ACCO Tax Group or its business, assets or activities for that portion of any Straddle Period ending on the Distribution Date shall be computed on a “closing-of-the-books” basis as if such taxable period ended as of the close of business on the Distribution Date, and the Taxes of any member of the ACCO Tax Group or its business, assets or activities for that portion of any Straddle Period beginning after the Distribution Date shall be computed on a “closing-of-the-books” basis as if such taxable period began on