Common use of Allocation of Final Purchase Price Clause in Contracts

Allocation of Final Purchase Price. Buyer and Seller agree that the Final Purchase Price shall be allocated among the Acquired Assets, in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used in the Allocation within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted).

Allocation of Final Purchase Price. Sellers and Buyer and Seller agree that shall cooperate in good faith in the Final preparation of a joint schedule (the “Allocation Schedule”) allocating the Purchase Price shall be allocated (including for purposes of this Section 6.3 any liabilities deemed assumed for Tax purposes) among the Acquired Assets, Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 (the “Allocation”)Code. Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment Any adjustments to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used this Agreement shall result in the Allocation within thirty (30) days following any an adjustment to the Final Allocation Schedule, if any, to reflect the proportionate change amongst those classes of assets (or assets that correspond to the Liabilities), including goodwill, that caused the adjustment to the Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and commentPrice. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) an Allocation Schedule with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected any necessary adjustments required pursuant to the procedures outlined in Section 3.2(bimmediately preceding sentence has been agreed upon by Sellers and Buyer, then Sellers and Buyer each agree to file IRS Form(s) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local income Tax Returns, Returns in accordance with such agreed allocationthe Allocation Schedule, and (ii) report the transactions contemplated by this Agreement for none of them shall thereafter take an income Tax purposes in a manner consistent Return position inconsistent with the final allocation Allocation Schedule unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Final Purchase Price (as the same may be adjusted) pursuant Internal Revenue Service or other Tax authority. Sellers and Buyer each agree to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594the Allocation Schedule. Pursuant If, however, despite their good faith efforts, Sellers and Buyer are unable to or otherwise fail to complete such Allocation Schedule within one hundred and twenty (120) days following the provisions of Section 7.7Closing Date, or such later date as agreed to by Buyer and Seller will notify Sellers, then Buyer and Sellers shall each file IRS Form(s) 8594 and any federal, state and local income Tax Returns allocating the other Purchase Price among the Purchased Assets in the event of an examination, audit or other proceeding regarding the agreed upon allocation manner each believes is appropriate. The Parties shall promptly advise one another of the Final Purchase Price (as the same may be adjusted)existence of any Tax audit, controversy or litigation related to any allocation hereunder.

Allocation of Final Purchase Price. Within ninety (90) Business Days from the Closing, Buyer and Seller agree that shall provide to each of the Final Sellers a schedule which will provide for the allocation of the Purchase Price (and other relevant items) among the assets of each of the Companies which shall be allocated among deemed purchased by Buyer for United States federal income tax purposes (such assets, the Acquired “Deemed Purchased Assets”, and such schedule, the “Draft Asset Allocation Statement”). The Draft Asset Allocation Statement shall be prepared in accordance with Section 1060 of the Code and the applicable Treasury Regulations thereunder. The Draft Asset Allocation Statement shall be subject to the review and consent of each of the Sellers. Buyer shall provide, and shall cause the Companies to provide, Sellers with such cooperation as Sellers may reasonably request in connection with the review of the Draft Asset Allocation Statement. If neither of the Sellers objects to the Draft Asset Allocation Statement by written notice to Buyer within fifteen (15) Business Days after receipt, then the Draft Asset Allocation Statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement. If either of the Sellers objects to the Draft Asset Allocation Statement, it shall notify Buyer in writing of its objection within fifteen (15) Business Days after receipt by the applicable Seller of the Draft Asset Allocation Statement and shall set forth on Schedule 3.3 in such written notice the disputed item or items and the basis for its objection, and such Seller and Buyer shall act in good faith to resolve any such dispute for a period of fifteen (the “Allocation”)15) Business Days thereafter. Seller shall prepare If, within fifteen (15) Business Days of such Seller’s delivery of a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment valid written notice of objection to the Final Purchase Price Draft Asset Allocation Statement, Buyer and such Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be presented to the Accounting Firm, whose determination shall be binding upon the Parties. The fees and expenses of the Accounting Firm in connection with the resolution of any dispute under this Section 5.6(a) shall be paid fifty percent (50%) by such Seller and fifty percent (50%) by Buyer. Once the Draft Asset Allocation Statement is finally determined pursuant to Section 3.2 and consistent the provisions hereof, or any amendment thereto, no Party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with the methods and allocations used in the finally determined Draft Asset Allocation within thirty (30) days following Statement unless required to do so under applicable Law or to reflect any adjustment to the Final Purchase Price pursuant hereunder. The Parties agree that, for federal income tax purposes, the payments made to Section 3.2 and Seller on the Closing Date shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing be treated, up to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects amount of the consideration for the purchase provided for herein that is allocated under this Section 5.6(a) to the Post-Closing Allocationright to receive the Insurance Proceeds, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery as payments in respect of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts right to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of receive the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)Insurance Proceeds.

Allocation of Final Purchase Price. Buyer As soon as reasonably practicable and Seller agree that in any event within sixty (60) days after the Closing Date, BUYER shall provide to SELLER for SELLER’s review and approval a proposed allocation of the Final Purchase Price, if it is available, and if the Final Purchase Price shall be allocated is not available, the Initial Purchase Price, and the Assumed Liabilities among the Acquired Assets, Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 thereunder (the “Proposed Allocation”). Seller The parties acknowledge that BUYER’s ability to prepare the Proposed Allocation within 60 days after Closing is dependent on the cooperation of SELLER as required by Section 5.1. In the event SELLER’s cooperation is delayed, BUYER and SELLER shall negotiate in good faith to agree upon a reasonable extension of time for BUYER to prepare a post-Closing allocation (“Post-Closing the Proposed Allocation”) taking into account any post-Closing adjustment . SELLER will review such Proposed Allocation and, to the Final Purchase Price pursuant to Section 3.2 and consistent extent SELLER disagrees with the methods and allocations used in content of the Allocation Proposed Allocation, SELLER will inform BUYER of such disagreement within thirty (30) days following after receipt of such Proposed Allocation. SELLER and BUYER will attempt in good faith to resolve any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and commentdisagreement. If Buyer does not object in writing SELLER and BUYER are unable to reach an agreement on the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty Proposed Allocation within ninety (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (2090) days of the Buyer’s receipt of Seller’s written objectionsClosing Date, any disagreement shall be resolved by the parties shall submit the disagreement to an Independent Accounting CPA Firm Partner selected pursuant to the procedures outlined provided in Section 3.2(b) who shall determine and resolve 2.4(c). The Proposed Allocation, as prepared by BUYER if no timely SELLER’s objection has been given or as adjusted pursuant to any agreement between the matter by issuing a report, parties or as determined pursuant to be delivered to Buyer and Seller within thirty (30) days of submission the decision of the disagreement CPA Firm, when final and binding on all parties, is herein referred to as the “Final Allocation.” Neither BUYER nor SELLER, nor any of their respective affiliates, shall take any position on any Tax Return or audit inconsistent with the Final Allocation unless required to do so by applicable law. SELLER and BUYER shall each provide to the Independent Accounting Firm, stating other for review a copy of its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to this transaction pursuant to Section 1060 of the amounts disputed. Buyer and Seller shall Code at least ten (i10) file business days prior to its submission to the Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner Service. Such reports shall be consistent with the final allocation Final Allocation. The amount of the Final Purchase Price (as the same may be adjusted) Adjustment Payment pursuant to this Section 3.3. Buyer and Seller 2.4(e), if any, shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant be allocated solely to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)Inventory.

Allocation of Final Purchase Price. The Final Purchase Price and any adjustments thereto shall be allocated for income tax purposes between the Netherlands Shares and the US Interests in accordance with Schedule 2.6. Any additional consideration paid by the Buyers pursuant to Section 2.9 shall be allocated for income tax purposes to the US Interests, other than any additional consideration paid pursuant to Section 2.9(c), which shall be allocated to the Netherlands Shares. Within sixty (60) days after final determination (by agreement or otherwise) of the Final Purchase Price, the R&D Lab Construction Pre-Closing Costs and the IT Carve-Out Pre-Closing Costs, Mallinckrodt UK shall prepare and deliver to the US Buyer, for its review, a schedule allocating the portion of the Final Purchase Price, the R&D Lab Construction Pre-Closing Costs, and the IT Carve-Out Pre-Closing Costs, in each case, that is attributable to the US Interests, plus the assumed liabilities of Mallinckrodt US (to the extent included in “amount realized” for U.S. federal income tax purposes) among the assets of Mallinckrodt US and the appropriate covenants set forth in Section 6.7 in accordance with Section 1060 of the Code and any similar provision of state, local or foreign Law, as appropriate (the “Allocation”). The US Buyer shall have the right, for thirty (30) days after such delivery, to provide reasonable, written comments to such draft Allocation. If the US Buyer provides written comments to the draft Allocation within such thirty (30) day period, the US Buyer and Seller agree Mallinckrodt UK shall negotiate in good faith for thirty (30) days after such comments are delivered in an attempt to resolve any disagreements between them with respect to such draft Allocation. If the US Buyer does not object to such draft Allocation within such thirty (30) day period, or the US Buyer and Mallinckrodt UK resolve any disagreements between them with respect to such draft Allocation, (i) such Allocation shall be final and binding on the Parties, (ii) none of the Parties or any Affiliate thereof shall take any position (whether in audits, in other Proceedings, on any Tax Return or otherwise) that is inconsistent with the final Allocation, unless required by applicable Law, (iii) any subsequent adjustments to the Final Purchase Price shall be reflected in amendments to the Allocation made in accordance with the principles set forth in Treasury Regulations Section 1.1060-1 and (iv) any additional consideration paid by the Buyers pursuant to Section 2.9 shall be allocated among to Section 197 intangibles, as defined in the Acquired AssetsCode, in accordance with Section 1060 of the Code and the related Treasury Regulations thereunder, as set forth on Schedule 3.3 (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used in the Allocation within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and commentRegulations. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. US Buyer and Seller shall use their commercially reasonable efforts Mallinckrodt UK are unable to agree upon resolve all such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto disagreements with respect to the amounts disputed. Buyer and Seller draft Allocation, then the Allocation shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report not be binding on the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)Parties.

Allocation of Final Purchase Price. Buyer and Seller The parties hereto agree that (i) the Final Operations Purchase Price (including any Assumed Liabilities in connection with the Operation Assets and other amounts, to the extent such liabilities and other amounts should be included in the purchase price for federal income Tax purposes) shall be allocated among the Acquired AssetsOperating Assets and (ii) the Real Estate Purchase Price (including any Assumed Liabilities in connection with the Dealership Properties and other amounts, to the extent such liabilities and other amounts should be included in the purchase price for federal income Tax purposes) shall be allocated among the Dealership Properties, in each case, in accordance with Sections 2.01 and 3.02(a), and to the extent not specifically addressed in such Sections, in accordance with the methodologies set forth on Schedule 11.15(d), and in a manner consistent with Section 1060 of the Code and the Treasury Regulations regulations thereunder. Within sixty (60) days after the determination of Final Purchase Price, as set forth on Schedule 3.3 Buyer shall deliver to the Sellers a draft schedule (the “Allocation”). Seller shall prepare a post-Closing allocation (“Post-Closing AllocationAllocation Schedule”) taking into account any post-Closing adjustment to allocating the Final Purchase Price pursuant in accordance with this Section 11.5(d) for the Sellers’ Representative’s review. On or prior to Section 3.2 the thirtieth (30th) calendar day after delivery to Sellers of the Allocation Schedule, Sellers may deliver to Buyer a written objection to the Allocation Schedule delivered by Buyer (an “Allocation Objection”). If Sellers fail to deliver an Allocation Objection within such thirty (30)-day period, then the Allocation Schedule shall be deemed to have been irrevocably accepted by Seller and consistent with will be final, conclusive and binding on the methods parties hereto. If Sellers deliver an Allocation Objection within such thirty (30)-day period, Buyer and allocations used Sellers shall negotiate in good faith to resolve all matters disputed in the Allocation Objection. If Buyer and Sellers are unable to resolve such all such disputes within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objectionsthe Allocation Objection, any remaining disputed issues shall be submitted to the Accountant for resolution in accordance with the procedures set forth in Section 2.05, which provisions shall apply mutatis mutandis, and consistent with Sections 2.01 and 3.02(a), and to the extent not addressed in such Sections, in accordance with the methodologies set forth on Schedule 11.15(d). The parties hereto shall submit report, act, and file all Returns and information reports consistently with the disagreement final Allocation Schedule as finally determined under this Section 11.15(d) (the “Final Allocation Schedule”) and shall not take any position for Tax purposes, including during the course of any audit or other proceeding, that is inconsistent with such Final Allocation Schedule, unless required to an Independent Accounting Firm Partner selected do so by Applicable Laws. The parties hereto shall make appropriate adjustments to the Final Allocation Schedule to reflect applicable adjustments made pursuant to the procedures outlined this Agreement in accordance with this Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the 11.15(d). The parties hereto shall promptly inform one another of any challenge by any Governmental Authority to any Final Allocation Schedule and agree to consult with and keep one another informed with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocationof, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent any discussion, proposal or submission with the final allocation of the Final Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7respect to, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)such challenge.

Allocation of Final Purchase Price. Buyer and Seller agree that the The Final Purchase Price Price, the Assumed Liabilities and other capitalizable costs shall be allocated among the Acquired Assets, Assets and the Ray Restrictive Covenants Agreement in accordance with the rules of Section 1060 of the Code and the Treasury Regulations thereunder, as set forth on Schedule 3.3 promulgated thereunder (the “Allocation”). The Allocation shall be prepared by the Seller for the review and approval of the Purchaser within ninety (90) days after the date on which the Business’ Final Book Value Schedule is determined. The Purchaser shall not unreasonably withhold its approval and consent to the Allocation as prepared by the Seller. If within twenty (20) days after delivery of the Allocation, the Purchaser notifies the Seller in writing that the Purchaser objects to the allocation set forth in the Allocation, the Purchaser and the Seller shall prepare a post-Closing allocation use commercially reasonable efforts to resolve such dispute within twenty (“Post-Closing Allocation”20) taking into account days thereafter; provided, that, in the event that the Purchaser does not notify the Seller of any post-Closing adjustment objection to the Final Purchase Price pursuant to Section 3.2 and consistent with the methods and allocations used allocation set forth in the Allocation within such twenty (20)-day period, the Allocation prepared by the Seller shall be deemed to be the final Allocation. In the event that the Purchaser and the Seller are unable to resolve such dispute, if any, within such twenty (20) days, the Purchaser and the Seller shall, within thirty (30) days following any adjustment to the Final Purchase Price pursuant to Section 3.2 and shall deliver after such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days day period, submit such disputed items to the Arbitrator for resolution under the procedures set forth in Section 2.3(c). The Parties shall file all Tax Returns (including the filing of IRS Form 8594) on the basis of the Buyer’s receipt of Seller’s written objectionsAllocation, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected as adjusted pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement 2.3. Any adjustments to the Independent Accounting Firm, stating its determinations Closing Payment pursuant to Section 2.3 herein and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller any Earnout Payments shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes be allocated in a manner consistent with the final Allocation. Any allocation of Earnout Payments or other supplemental filing in respect of the Final Purchase Price Acquisition (as including a supplemental IRS Form 8594) shall be prepared under the same may be adjusted) pursuant to procedures as set forth in this Section 3.3. Buyer and Seller shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the Final Purchase Price (as the same may be adjusted)2.4.

Allocation of Final Purchase Price. Buyer The Seller, the Purchasers, the Transferred Subsidiaries and Seller agree that the Final Purchase Price each of their respective Affiliates shall be allocated among the Acquired Assets, in accordance report for all Tax purposes consistent with Section 1060 2.6 of the Seller's Disclosure Schedule, and shall take no Tax position inconsistent with Section 2.6 of the Seller's Disclosure Schedule, except (i) as otherwise required by a "determination" with respect to such Person within the meaning of Code and Section 1313(a), or similar provision of state, local or foreign Law, (ii) to the Treasury Regulations thereunder, as extent there is no reasonable basis for reporting for Tax purposes consistent with the values set forth on Section 2.6 of the Seller's EXECUTION COPY -------------- Disclosure Schedule 3.3 or (iii) to the “Allocation”)extent that reporting consistent with such values would reasonably be expected to result in the imposition of penalties by a Taxing Authority. The Seller shall prepare a post-Closing allocation (“Post-Closing Allocation”) taking into account any post-Closing adjustment to and the Purchasers shall, no later than 120 days after the determination of the Final Purchase Price pursuant to Section 3.2 and 2.5, attempt in good faith to enter into a Final Purchase Price allocation agreement (consistent with Section 2.6 of the Seller's Disclosure Schedule (except to the extent there is no reasonable basis for reporting for Tax purposes consistent with the methods and allocations used values set forth on Section 2.6 of the Seller's Disclosure Schedule or reporting consistent with such values would reasonably be expected to result in the Allocation within thirty (30imposition of penalties by a Taxing Authority)) days following any adjustment to providing for the Final Purchase Price pursuant to Section 3.2 and shall deliver such proposed Post-Closing Allocation to Buyer for Buyer’s review and comment. If Buyer does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Buyer as proposed by Seller. If Buyer objects to the Post-Closing Allocation, Buyer shall provide Seller written reasons for Buyer’s objection(s) with thirty (30) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached within twenty (20) days of the Buyer’s receipt of Seller’s written objections, the parties shall submit the disagreement to an Independent Accounting Firm Partner selected pursuant to the procedures outlined in Section 3.2(b) who shall determine and resolve the matter by issuing a report, to be delivered to Buyer and Seller within thirty (30) days of submission of the disagreement to the Independent Accounting Firm, stating its determinations and resolutions regarding the disagreement, with such report being final, binding and conclusive on the parties hereto with respect to the amounts disputed. Buyer and Seller shall (i) file Internal Revenue Service Form 8594 and all federal, state and local Tax Returns, in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation of the Final Purchase Price (as among the same may be adjusted) pursuant to this Section 3.3Purchased Subsidiaries and the Transferred Assets. Buyer If the Seller and Seller the Purchasers shall provide the other promptly with any other information reasonably required to complete Form 8594. Pursuant to the provisions of Section 7.7, Buyer and Seller will notify the other in the event of an examination, audit or other proceeding regarding the have agreed upon allocation of the on a Final Purchase Price (allocation, then the Seller and the Purchasers shall report for all Tax purposes consistent with, and shall take no Tax position inconsistent with, such Final Purchase Price allocation, except as otherwise required by a "determination" within the same may be adjustedmeaning of Code Section 1313(a), or similar provision of state, local or foreign Law.