Common use of Allocation of Consideration Clause in Contracts

Allocation of Consideration. Purchaser shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.

Allocation of Consideration. Purchaser (i) The Parties agree that the Base Merger Consideration (plus the liabilities of each Target Company to the extent properly taken into account under Section 1060 of the Code) will be allocated among the Properties in conformity with Section 1060 of the Code and the Treasury Regulations thereunder. Within ten (10) Business Days following the Execution Date, the Member Representative shall allocate deliver to Buyer the Purchase Price Members’ preliminary allocation of the Base Merger Consideration (including plus the Assumed Liabilities, liabilities of each Target Company to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Properties in accordance with Section 1060 of the Code (as adjusted from time to time pursuant to this Section 9.9(d), the “Allocation Schedule”). Not later than 30 days after the Closing, the Member Representative shall deliver to Buyer any proposed changes to the Allocation Schedule (the “Allocation Statement”). If, within 20 days after the delivery of the Member Representative’s proposed changes, Buyer notifies the Member Representative in writing that Buyer objects, Buyer and the Member Representative shall use Reasonable Efforts to resolve such dispute within 20 days. In the event that Buyer and the Member Representative are unable to resolve such dispute within 20 days, Buyer and the Member Representative shall jointly retain a mutually agreeable, nationally recognized accounting firm (that does not have a material relationship with either Buyer or the Member Representative, or any similar provision of state, local or foreign law, as appropriatetheir respective Affiliates) (the “AllocationTax Allocation Referee”) prior to or resolve the disputed items. Notwithstanding anything to the contrary herein, Buyer and the Member Representative (and the Tax Allocation Referee, if applicable) shall resolve all disputed items within ninety thirty days of retaining the Tax Allocation Referee. The fees and expenses payable to the Tax Allocation Referee shall be split equally between Buyer and the Member Representative. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. Buyer and the Member Representative agree to (90i) days following be bound by the Closing Allocation Statement and (ii) act in accordance with the Allocation Statement in the preparation, filing and audit of any Tax Return except as otherwise required by applicable Law. If any Taxing authority disputes the allocations set forth in the Allocation Statement, the Party receiving notice of the dispute shall deliver to Seller a copy promptly notify the other parties hereto of such Allocation (IRS Form 8594) promptly after such determination. Seller dispute and the parties hereto shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate cooperate in good faith in responding to resolve such dispute in order to preserve the dispute. If effectiveness of the Parties are unable to agree on allocations set forth in the Allocation within thirty (30) days after Schedule. Buyer and the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser Member Representative shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, Schedule in accordance a manner consistent with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and Treasury Regulations thereunder upon the occurrence of any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with adjustment to the finalized Allocation and Base Merger Consideration pursuant to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authoritythis Agreement.

Allocation of Consideration. Purchaser The parties shall allocate cooperate as provided herein in determining the allocation of the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) and other applicable items among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Partnerships’ assets in accordance with Section 1060 of Code and the Code treasury regulations promulgated thereunder (and any similar provision provisions of state, state or local or foreign law, as appropriate), provided that they agree that as of the date of this Agreement none of the Partnerships has any assets subject to Section 751(a) (of the “Allocation”) prior to or Code. Buyer shall initially determine such allocation and shall notify Seller in writing of the allocation so determined within ninety (90) 120 days following after the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determinationDate. Seller shall be deemed to have the right to review and raise any objections accepted such determination unless Seller notifies Buyer in writing to the Allocation during the ten (10)-day period of Seller’s proposed allocation within 30 days after its receipt thereofof Buyer’s proposed allocation. If Seller disagrees with respect provides such notice to any item in the AllocationBuyer, the Parties shall negotiate proceed in good faith to resolve determine mutually the matters in dispute. If the Parties they are unable to agree do so within 30 days, the matter shall be referred to the Appraiser. The decision of the Appraiser shall be binding on the Allocation within thirty parties. The Appraiser’s fees shall be shared equally by Buyer and Seller. Neither Buyer Seller nor Seller shall take any position for tax purposes that is inconsistent with the final allocation determined hereunder unless such position would be inconsistent with a final non-appealable (30except to the United States Supreme Court) days after judgment which has been rendered in any judicial proceeding governing such position. 1.7 Interim Closing of the commencement Books. With respect to the Partnership Interests that are being purchased and sold pursuant to this Agreement, Seller’s distributive share of the Partnerships’ income, gain, loss and deduction for the taxable year of the Partnerships that includes the Closing Date shall be determined on the basis of an interim closing of the books of the Partnerships as of the close of business on the Closing Date under this Agreement and shall not be based upon a proration of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then items for the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocationentire taxable year. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.1.8

Allocation of Consideration. Purchaser No later than 90 days after the date of the final determination of the Purchase Price pursuant to Section 1.5(b), Buyers shall allocate deliver to Wabash a proposed allocation of the Purchase Price (including the Assumed Liabilitiesand all other items properly included in "consideration," as described in Treasury Regulation section 1.1060-1(c)(1)), to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance a manner consistent with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) rules and regulations thereunder. Within 45 days following the Closing and shall deliver to Seller a copy after receipt of such Allocation (IRS Form 8594) promptly after such determination. Seller proposed allocation, Sellers shall have the right to review and raise give Buyers notice of any objections in writing that Sellers have to such allocation. If Sellers give Buyers notice of any objections to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocationproposed allocation, the Parties shall negotiate in good faith meet to endeavor to agree upon an allocation. If Buyers and Sellers cannot agree on such an allocation, then the allocation shall be referred to the Independent Accounting Firm, which shall be directed to resolve the dispute. If the Parties are unable to agree on the Allocation allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and whose decision shall be final, binding and conclusive and binding upon Seller and Purchaser, and Purchaser shall revise on the Allocation accordinglyParties. SellerBuyers, on the one hand, and Purchaser Sellers, on the other hand, shall each pay be responsible for one-half of the cost fees and expenses of such accounting firm in connection with such determination. If Sellers do not object to Buyers' allocation, if the Accountants. The Parties agree to file all Tax Returns on the allocation or if the Independent Accounting Firm decides an allocation (including IRS Form 8594 andin any such case, if requiredan "Allocation"), supplemental Forms 8594, then Buyers and Sellers shall use such Allocation (as adjusted in accordance with the instructions to Form 8594this Section) and any other forms, reports or information statements in filing all required to be filed pursuant to forms under Section 1060 of the Code and the applicable regulations thereunder(or any comparable forms under state or foreign law), and any similar or corresponding provision of U.S. stateall other Tax returns, local or non-U.S. Tax Law, in a manner and Buyers and Sellers further agree that is consistent with the finalized Allocation and to refrain from taking they shall not take any position inconsistent therewith unless required by applicable Law with such Allocation upon any examination of any such Tax return, in any refund claim or in any tax litigation. Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each Party shall deliver to the other Parties a final determination copy of a taxing authorityits Form 8594. The Allocation shall be adjusted as necessary to reflect any further adjustments to the Purchase Price made after the Closing Date.

Allocation of Consideration. Purchaser (a) Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code, but excluding the Final Closing Date Inventory Value and the Assumed Liabilities related to the Purchased Inventory) among the Purchased AssetsAssets other than the Purchased Inventory, and shall allocate the transitional license provided in Section 2.3.4 Final Closing Date Inventory Value (and the covenant provided in Assumed Liabilities related to the Purchased Inventory, to the extent properly taken into account under Section 6.14 1060 of the Code) among the Purchased Inventory, in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 60 days following the Closing Closing, and shall deliver to Seller a copy of such Allocation (IRS Internal Revenue Service Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.Allocation

Allocation of Consideration. Purchaser (a) Buyer shall allocate the Purchase Price (including the Assumed Liabilities, Liabilities and other amounts to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Assets and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) Licensed IP (the “Allocation”) prior to or in accordance with their fair market values within ninety (90) 90 days following the Closing Effective Date, and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-day period after its receipt thereof, and if Seller does not provide such objections in writing by the end of such 10-day period, the Allocation shall become final. If Seller disagrees timely provides such objections with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all shall not take any position on any Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, Return or in accordance any administrative or judicial proceeding inconsistent with the instructions to Form 8594) and any other formsAllocation as finally determined, reports or information statements except as otherwise required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination (as defined in Section 1313 of a taxing authoritythe Code).

Allocation of Consideration. The Parties agree to allocate the Closing Cash Consideration Amount, the Final Cash Consideration Amount, the Contingent Payment and other consideration payable hereunder (as possibly adjusted pursuant to Section 2.10 with respect to the Principal Closing) and Assumed Obligations among the Purchased Assets as set forth on SCHEDULE 2.11. If the aggregate consideration paid by Purchaser to the Sellers under this Agreement is more or less than the value ascribed to the Purchased Assets as set forth on SCHEDULE 2.11, the difference shall allocate ratably increase or decrease all of the amounts set forth under the heading "Class VII Assets" on SCHEDULE 2.11 and SCHEDULE 2.11 shall be deemed to reflect such adjustment. The allocation of the Purchase Price (including and Assumed Obligations set forth on SCHEDULE 2.11 is intended to comply with the Assumed Liabilities, to the extent properly taken into account under Section 1060 requirements of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code as well as similar provisions of applicable state and non-U.S. law. The Parties covenant and agree that (i) such allocation was determined in an arm's length negotiation among unaffiliated Persons, and any similar provision none of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree take a position on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all any Tax Returns Return (including IRS Form 8594 and8594), if required, supplemental Forms 8594, before any Tax Authority or in accordance any judicial proceeding that is in any way inconsistent with such allocation without the written consent of the other parties to this Agreement or unless specifically required pursuant to a determination by an applicable Tax Authority; (ii) they shall cooperate with each other in connection with the instructions preparation, execution and filing of all Tax Returns related to Form 8594such allocation; and (iii) and they shall promptly advise each other regarding the existence of any other formstax audit, reports controversy or information statements required litigation related to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authoritysuch allocation.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 90 calendar days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-Business Day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 calendar days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 calendar days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityLaw.

Allocation of Consideration. Seller and Purchaser shall agree to allocate the Purchase Price (including purchase consideration payable pursuant to Section 2.2 among the Assumed Liabilities, to the extent properly taken into account under Section 1060 assets of the CodeCompany and its Subsidiaries in a manner that incorporates, reflects and is consistent with Section 6.7 of the Seller Disclosure Schedule (the “Allocation Framework”) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with for purposes of Section 1060 of the Code or any comparable provision of local, state or foreign Law. No later than fifteen (15) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the purchase consideration paid by Purchaser pursuant to Section 2.2 among the assets of the Company and its Subsidiaries, which allocation shall be reasonable, based on fair market values, consistent with the Code and shall be consistent with the Allocation Framework (the “Proposed Allocation”). No later than thirty (30) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. If Seller and Purchaser fail to agree on such allocation before the date that is thirty (30) days after the Closing Date, each of Seller and Purchaser shall use their respective allocations of the purchase consideration for purposes of filing IRS Form 8595 (or any similar form required to be filed under state, local or foreign Law) provided, however, that except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign lawLaw), as appropriate) (the “Allocation”) prior Purchaser and Seller agree to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections act in writing to accordance with the Allocation during the ten Framework for all Tax purposes and that neither of them will (10)-day period after or will permit any of its receipt thereof. If Seller disagrees Affiliates to) take any position inconsistent with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree Framework in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all any Tax Returns or similar filings (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and or any other forms, reports or information statements similar form required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. under state, local or non-U.S. Tax foreign Law), in a manner that is consistent any refund claim, litigation, or otherwise. Purchaser and Seller each agree to provide the other party with the finalized Allocation any additional information reasonably required to complete IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination with completed copies of a taxing authoritysuch forms.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 120 days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 andPortions of this Exhibit, if required, supplemental Forms 8594, in accordance indicated by the mxxx “[***],” were omitted and have been filed separately with the instructions to Form 8594) Securities and any other forms, reports or information statements required to be filed Exchange Commission pursuant to Section 1060 the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Code and the applicable regulations thereunderSecurities Exchange Act of 1934, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityas amended.

Allocation of Consideration. Purchaser shall Dxxx and Orhan have agreed to allocate the Purchase Price Initial Consideration (taking into account Assumed Liabilities to the extent they are included in the amount realized for income tax purposes) among the Sellers as set forth on Schedule 2.4(a) and in accordance with Code Section 1060. Prior to the Closing and consistent with Schedule 2.4(a) (including the allocation parameters set forth therein), Sellers and Orhan shall in good faith agree how to allocate the Initial Consideration (taking into account Assumed LiabilitiesLiabilities to the extent they are included in the amount realized for income tax purposes) among the Purchased Shares and the Purchased Assets, and such agreement shall be set forth on a schedule to be attached to, and to become part of, this Agreement as Schedule 2.4(b). Orhan may initially propose the content of Schedule 2.4(b) and if Orhan does so, such proposal shall be subject to Sellers’ review and reasonable objection, to be resolved by good-faith negotiations between Orhan and Sellers. Within 60 calendar days following the determination of the Final Consideration, Orhan and Sellers shall attempt in good faith to agree upon the allocation of the difference between the Initial Consideration and the Final Consideration among the Purchased Shares and the Purchased Assets (and among Dxxx and its Selling Affiliates that are selling Purchased Shares or Purchased Assets). The allocation of such difference shall take into account the item or items to which it is attributable and shall, to the extent properly taken into account such allocation is agreed by Orhan and Sellers, be reflected on a revised Schedule 2.4(b). In the event that Orhan and Sellers are unable to reach an agreement within such 60 calendar day period, the allocation of any disputed item or items shall be resolved within the next 30 calendar days by the Independent Auditors whose fees shall be borne equally by Orhan and Dxxx. Such determination by the Independent Auditors shall be binding on the parties and reflected on a revised Schedule 2.4(b). Except as otherwise required pursuant to a “determination” under Section 1060 of the Code1313(a) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and or any similar comparable provision of state, local or foreign lawLaw), as appropriateOrhan and Dxxx agree to act in accordance with the allocations contained in Schedule 2.4(b) (the “Allocation”) prior to or within ninety (90) days following the Closing for all Tax purposes and shall deliver to Seller a copy that neither of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations them will (or such longer period as Seller and Purchaser may mutually agree will permit its Affiliates to) take any position inconsistent therewith in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all any Tax Returns or similar filings (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and or any other forms, reports or information statements similar form required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. under state, local or non-U.S. Tax foreign Law), in a manner that is consistent any refund claim, litigation, or otherwise. Orhan and Dxxx agree to provide the others with the finalized Allocation any additional information reasonably required to complete IRS Form 8594 (or any similar form required to be filed under state, local or foreign Law) and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination with completed copies of a taxing authoritysuch forms.

Allocation of Consideration. Purchaser shall allocate The Parties agree that for income tax purposes the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among consideration received by Sellers for the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Assets hereof shall be allocated in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”) and that all financial reports and income tax returns and reports, including IRS Form 8594, as applicable, and any corresponding state or foreign tax forms, will be prepared and filed in a manner consistent with such allocation, and no party hereto will take any position inconsistent with such allocation in any subsequent income tax returns, reports, or proceedings. In addition, the Parties agree that Schedule 4.8(A) shall govern the allocation of such consideration among the various Sellers of the Purchased Assets (the “Geographic Allocation”), which allocation shall similarly be binding on the Parties for all income tax and financial reporting purposes. Seller shall, within 30 days of execution of this Agreement, prepare and furnish to Buyer Schedule 4.8(A). Buyer shall have 14 days to object in writing to the Geographic Allocation, which objection shall be made only if the allocation as proposed by the Seller is unreasonable, and after which time (and any similar provision assuming no such objection is made), the Geographic Allocation shall be final. Seller shall, within one hundred twenty (120) days of statethe Closing, local or foreign law, as appropriateprepare and furnish to Buyer Schedule 4.8(B) (the “Section 1060 Allocation”) prior to or within ninety ). Buyer shall have sixty (9060) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections object in writing to the Section 1060 Allocation during after which time (and assuming no such objection is made) the ten Section 1060 Allocation shall be final (10)-day period after its receipt thereofthe “Final Allocation”). If Buyer provides written notice to the Seller disagrees with respect prior to any item in the end of such period that it objects to either the Geographic Allocation or the Section 1060 Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to and Buyer and Seller cannot agree on the Allocation within twenty (20) days of the provision of such notice (the “Settlement Period”), such dispute shall be settled by an accounting firm mutually selected by Seller and Buyer, provided that such accounting firm shall apply the principles and methods set forth in this Section 4.8, after which time the allocation determined by such accounting firm shall become the Final Allocation. Buyer and Seller shall submit any such dispute to such accounting firm within ten (10) days of the expiration of the Settlement Period, and shall instruct such accounting firm to reach its determination of such dispute within thirty (30) days after the commencement of such good faith negotiations (or submission. The Final Allocation may be redetermined, consistent with the principals and methods set forth in this Section 4.8, upon the happening of any event requiring such longer period as Seller and Purchaser may mutually agree in writing)re-determination. The Final Allocation, then the Accountants once determined, shall be engaged at that time annexed to review the Allocation, and shall make a determination this Agreement as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunderan exhibit, and any similar or corresponding provision redetermination of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent the Final Allocation pursuant to the preceding sentence shall likewise be annexed to this Agreement with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityan appropriate designation.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Assets and the covenant provided in Section 6.14 Licensed Intellectual Property in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 90 calendar days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any reasonable objections in writing to the Allocation during the ten (10)-day 10-Business Day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 calendar days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 calendar days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityLaw.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price purchase price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 purchased assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 60 days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day 10-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [*] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Buyer and Seller shall each cause to be filed Form 8594 and any amended Form 8594 with the IRS. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authority.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Licensed Intellectual Property and the covenant provided in Section 6.14 Purchased Assets in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) [***] days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day [***]-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) [***] days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) [***] days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants[***]. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityLaw.

Allocation of Consideration. Purchaser The Consideration shall allocate the Purchase Price be allocated in accordance with Schedule 5.10 (including the Assumed Liabilitiesas such allocation of Consideration Schedule shall be determined as soon as reasonably practicable after Closing, to the extent properly taken into account under Section 1060 but in no event more than three (3) Business Days after Closing). Each of the Code) among Parties hereto agrees to report the Purchased Assetstransactions contemplated hereby for state, federal and foreign Tax purposes in accordance with such allocation of the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 Consideration. Seller shall prepare Schedule 5.10 in accordance with Section 1060 of the Internal Revenue Code (and any similar provision of state, local or foreign law1986, as appropriate) amended (the “AllocationCode”) prior and shall furnish such Schedule 5.10 to or within ninety (90) days following Buyer no later than 15 Business Days after the Closing and Date. Upon receipt of Schedule 5.10 from the Seller, the Buyer shall deliver have 15 Business Days to Seller a copy of object to such Allocation (IRS Form 8594) promptly after Schedule 5.10 and, if no such determination. objection is raised, Schedule 5.10 as prepared by Seller shall have be treated as final and agreed to by the right parties. In the event Buyer objects to review such Schedule 5.10, then Seller and raise the Buyer shall meet to discuss in good faith the allocations set forth in such Schedule 5.10 and any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees disagreements with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the disputesuch allocations. If the Parties are unable Buyer and the Seller agree to agree such allocation, (a) the values assigned to the assets by the parties’ mutual agreement shall be conclusive and final on the Allocation within thirty Buyer and the Seller for all purposes, and (30b) days after neither the commencement of Buyer nor the Seller will take any position before any Governmental Authority or in any proceeding that is in any way inconsistent with such good faith negotiations (or such longer period as allocation. Notwithstanding the foregoing, if the Buyer and the Seller cannot agree to an allocation, the Buyer and Purchaser may mutually agree in writing), then the Accountants Seller shall be engaged at that time to review the Allocationfile, and shall make a determination as cause their respective Affiliates to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountantsfile, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns and schedules thereto (including IRS Form 8594 andincluding, if requiredfor example, supplemental Forms 8594amended returns, in accordance with the instructions to Form 8594) claims for refund, and any other forms, reports or information statements those returns and forms required to be filed pursuant to under Section 1060 of the Code and the applicable any Treasury regulations promulgated thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is ) consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith their respective good faith allocations, unless otherwise required by applicable Law or a final determination because of a taxing authoritychange in any Applicable Law.

Allocation of Consideration. Purchaser Buyer shall allocate the Purchase Price (including the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 Assets and the covenant provided in Section 6.14 Licensed Intellectual Property in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) 90 calendar days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any reasonable objections in writing to the Allocation during the ten (10)-day 10-Business Day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) 30 calendar days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser Buyer may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) 60 calendar days thereafter, and shall be final, conclusive and binding upon Seller and PurchaserBuyer, and Purchaser Buyer shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser Buyer on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityLaw. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.

Allocation of Consideration. Within one hundred eighty (180) days following the Closing, Purchaser shall allocate provide Sellers with an allocation of the Purchase Price (including together with the Assumed Liabilities, to the extent properly taken into account under Section 1060 of the CodeLiabilities and other relevant items) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) Assets (the “Allocation”) prior to or within ninety which Allocation will comply with the requirements of Code Section 1060 and applicable Treasury Regulations thereunder, for Sellers’ review. Within fifteen (9015) days following the Closing and shall deliver to Seller a copy of Sellers’ receipt of such Allocation (IRS Form 8594) promptly after the “Review Period”), Sellers may object to such determinationAllocation by delivering notice to Purchaser in writing. Seller shall If at the expiration of the Review Period, Sellers have not objected to the right to review and raise any objections in writing Allocation it will be deemed accepted as the final Allocation. In the event that there is an objection timely raised by Sellers to the Allocation during the ten (10)-day period after its receipt thereofReview Period, Sellers and Purchaser shall work together in good faith to come to a mutually agreeable Allocation. If Seller disagrees with respect after thirty (30) days, Sellers and Purchaser are unable to any item in the Allocationcome to an agreement, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as submit their dispute to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered Accounting Referee (as soon as practicable following engagement of the Accountants, but in no event more than sixty (60defined below) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with Section 3.3(c). In accordance with the instructions final Allocation, Purchaser shall prepare and deliver to Sellers copies of Form 8594) 8594 and any other forms, reports or information statements required exhibits thereto (the “Asset Acquisition Statement”). Purchaser shall prepare and deliver to be filed pursuant Sellers from time to Section 1060 time revised copies of the Code Asset Acquisition Statement (the “Revised Statements”) so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any), subject to the Sellers’ review in accordance with this Section 2.7. All income Tax Returns and the applicable regulations thereunder, reports filed by Purchaser and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent Sellers shall be prepared consistently with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authoritysuch Allocation.

Allocation of Consideration. Purchaser (a) Within 90 days after the Closing, the Company shall allocate prepare an allocation of the Purchase Price price paid for the Assets (including which shall include any adjustment to the purchase price pursuant to Sections 6.1 or 7.6, and any Assumed Liabilities, in each case to the extent properly taken into account under Section 1060 of that such amounts are treated as consideration for the CodeAssets for income Tax purposes) among the Purchased Assets, the transitional license provided in Section 2.3.4 and the covenant provided in Section 6.14 in accordance a manner consistent with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation shall be delivered as soon as practicable following engagement of the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and any other forms, reports or information statements required to be filed pursuant to Section 1060 of the Code and the applicable regulations thereunderTreasury Regulations promulgated thereunder (the “Price Allocation”), subject to the Buyer’s approval of such Price Allocation, which approval shall not be unreasonably withheld. In the event the Buyer and any similar or corresponding provision of U.S. statethe Company cannot reach an agreement on the Price Allocation within 20 days after delivery thereof by the Company, local or non-U.S. Tax Lawthe parties agree to submit such dispute to the Accounting Firm pursuant to the procedures set forth in Section 1.2(c), in a manner mutatis mutandis. Each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that is consistent with includes the finalized Allocation date hereof and to refrain from taking make any timely filing required by any Applicable Law. The Price Allocation as ultimately determined pursuant to this Section 1.4 shall be binding on the Buyer and the Company for all Tax reporting purposes. Neither the Buyer nor the Company shall take any position inconsistent therewith unless required with the Price Allocation in connection with any Tax proceeding, except that the Buyer’s cost for the Assets may differ from the amount so allocated to the extent necessary to reflect its capitalized acquisition costs other than the amount realized by applicable Law or a final determination of a the Company. In the event that the Price Allocation is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the other parties hereto of such dispute and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Price Allocation.

Allocation of Consideration. Sellers and Purchaser agree that --------------------------- they shall allocate use, and shall cause their respective Subsidiaries to use, their reasonable best efforts to enter into an agreement (the "Allocation Agreement") -------------------- as to the allocation of the Purchase Price (including as adjusted pursuant to Article II) and the Assumed LiabilitiesLiabilities among the Assets acquired hereunder. Purchaser shall initially prepare a draft of the Allocation Agreement (the "Proposed -------- Allocation") and shall submit such Proposed Allocation to Sellers within 90 days ---------- after the Closing Date. If, within 60 days after Sellers' receipt of the Proposed Allocation, Sellers shall not have objected in writing to such Proposed Allocation, the Proposed Allocation shall become the Allocation Agreement. In the event that Sellers object in writing within such 60-day period and Sellers and Purchaser are unable to reach an agreement, the dispute shall be referred to a nationally recognized accounting firm mutually acceptable to Sellers on the one hand and Purchaser on the other hand (the "Accounting Firm") for resolution, --------------- and the determination of the Accounting Firm shall be binding upon Sellers and Purchaser and their respective Subsidiaries and shall constitute the Allocation Agreement, with Sellers on the one hand and Purchaser on the other hand each bearing one-half of the costs, fees and expenses of the Accounting Firm. Sellers and Purchaser agree to act, and to cause their respective Subsidiaries to act, in accordance with the allocations contained in the Allocation Agreement determined pursuant to this Section 10.2. Purchaser shall initially prepare for delivery to Sellers a completed set of Internal Revenue Service Form 8594, including all additional information and materials required to be attached to such Form 8594 pursuant to the extent properly taken into account Treasury Regulations under Section 1060 of the Code) among the Purchased Assets, the transitional license provided in Section 2.3.4 . Such documents and the covenant provided in Section 6.14 in accordance with Section 1060 of the Code (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”) prior to or within ninety (90) days following the Closing and shall deliver to Seller a copy of such Allocation (IRS Form 8594) promptly after such determination. Seller shall have the right to review and raise any objections in writing to the Allocation during the ten (10)-day period after its receipt thereof. If Seller disagrees with respect to any item in the Allocation, the Parties shall negotiate in good faith to resolve the dispute. If the Parties are unable to agree on the Allocation within thirty (30) days after the commencement of such good faith negotiations (or such longer period as Seller and Purchaser may mutually agree in writing), then the Accountants shall be engaged at that time to review the Allocation, and shall make a determination as to the resolution of such Allocation. The determination of the Accountants regarding the Allocation forms shall be delivered as soon as practicable following engagement of to Sellers for review no later than 60 days prior to the Accountants, but in no event more than sixty (60) days thereafter, and shall be final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Allocation accordingly. Seller, on the one hand, and Purchaser on the other hand, shall each pay one-half of the cost of the Accountants. The Parties agree to file all Tax Returns (including IRS Form 8594 and, if required, supplemental Forms 8594, in accordance with the instructions to Form 8594) and date any other forms, reports or information statements such forms are required to be filed filed. For all purposes hereunder, any indemnification payments pursuant to Section 1060 of Article XI shall be treated as an adjustment to the Code and the applicable regulations thereunder, and any similar or corresponding provision of U.S. state, local or non-U.S. Tax Law, in a manner that is consistent with the finalized Allocation and to refrain from taking any position inconsistent therewith unless required by applicable Law or a final determination of a taxing authorityPurchase Price.