Common use of Allocation of the Purchase Price Clause in Contracts

Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will be allocated to such Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocations.

Allocation of the Purchase Price. The Parties agree that Schedule 2.5 of the total consideration, as determined for tax purposes paid for Seller Disclosure Schedule sets forth a preliminary allocation of (i) the Assets, including, for Base ACAMS Price allocable among the avoidance of doubtAGM Acquisition Equity, the Transferred SecuritiesACAMS Germany Equity, will be allocated to such Assets in accordance with Section 1060 of the Code ACAMS India Equity, the ACAMS Mexico Equity and the rules ACAMS Panama Equity being purchased by the Amber Purchaser from Sellers and regulations promulgated thereunder the Selling Subsidiaries and any similar provision of state(ii) the Base Xxxxxx/OCL Price allocable among the Xxxxxx Equity, local the OCL Equity and foreign lawthe SDP Equity being purchased by XxXxxxxxx from Sellers and the Selling Subsidiaries (together, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation SchedulePreliminary Allocation”). Within 30 days after five (5) Business Days following the receipt establishment of the Allocation ScheduleFinal Closing Statement, each Purchaser will propose shall deliver to Seller any changes for Seller’s review and comment an allocation of the Final ACAMS Purchase Price or the Final Xxxxxx/OCL Purchase Price, as applicable, among the applicable purchased Equity Interests (each, the “Final Allocation”), each such Final Allocation to be prepared based upon and in a manner that is consistent with the Allocation SchedulePreliminary Allocation. Seller and each Purchaser and Seller will endeavor are to cooperate in good faith to resolve any differences disputes with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from PurchaserFinal Allocation. If an agreement is reached, Seller and each Purchaser agree that shall (i) be bound by the Final Allocation, as it is ultimately agreed between the parties, for income tax purposespurposes of determining any Taxes, they shall report (ii) prepare and file, and cause its Affiliates to prepare and file, its and their Tax Returns on a basis consistent with the transactions contemplated by this Agreement Final Allocation, as it is ultimately agreed between the parties and (iii) not take any position, and cause its Affiliates to not take any position, inconsistent with the Final Allocation, as it is ultimately agreed between the parties, on any applicable Tax Return or in accordance with such allocationany audit or action before any Tax Authority, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out except as otherwise required pursuant to a “determination” as defined in Section 1313(a) of the allocation agreed Code (and any similar provision under any state, local or foreign law). To the extent the portion of the Final Purchase Price that is allocable to Equity Interests sold by Purchaser and a Seller Subsidiary pursuant to the Final Allocation is received by the Seller pursuant to Section 3.4 of this Section 7.10(f) Agreement, such portion shall be treated as having been received by the Seller as agent, and none on behalf, of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsSelling Subsidiary.

Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will be allocated to such Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiariesa) within ninety Within one hundred twenty (90120) days following the Closing Date Date, ONEOK will prepare, or cause to be prepared, and delivered to Northern Border a statement of the fair market value of the interests in each of the Entities acquired pursuant to this Agreement, with the aggregate of the Entity fair market values equaling the fair market value of the consideration provided in Section 1.2 of this Agreement. In addition, in the case of any Entities which are taxable as disregarded entities federal income tax, the statement shall also include a statement of the fair market value of the assets of each of such Entities (such statement, together with the “Allocation Schedule”Entity fair market schedule, the "FMV Schedules"). Within 30 The FMV Schedules as so prepared by ONEOK shall be deemed accepted by Northern Border, unless Northern Border shall send ONEOK a written objection thereto within thirty (30) days following the Northern Border's receipt thereof. In the event that Northern Border delivers a timely written objection as aforesaid and Northern Border and ONEOK are unable to resolve such objection within twenty (20) business days after Northern Border is notified of ONEOK's objection, the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes matters in dispute shall be submitted for final and binding determination to the Allocation ScheduleNeutral Auditors. Purchaser and Seller will endeavor in good faith The FMV Schedules as proposed by ONEOK, shall be adjusted to resolve reflect the resolution of any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated timely objections made thereto by this Agreement Northern Border in accordance with such allocationthis Section 10.9 and the determinations of the Neutral Auditors, which determinations will be binding absent manifest error or fraud. Northern Border and ONEOK shall each pay their own expenses of preparing and analyzing the schedules and resolving objections thereto; provided that nothing contained herein the cost of any appraisals required to prepare the FMV Schedule shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment be borne 50 percent by any taxing authority based on or arising out Northern Border and 50 percent by ONEOK. The fees and expenses of the allocation agreed Neutral Auditors used to by Purchaser and Seller pursuant resolve objections to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries schedules will be required to litigate before any court any proposed deficiency or adjustment borne equally by any taxing authority challenging such allocation. If, however, Purchaser Northern Border and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsONEOK.

Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, will Purchase Price shall be allocated to such among the Sellers and the Purchased Assets in accordance with applicable laws, including Code Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of stateapplicable Treasury Regulations in the manner specified in Schedule 2.04 attached hereto. Without limiting the foregoing but for greater certainty, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable $15,588,000 (United States dollars fifteen million five hundred eighty-eight thousand) shall be allocated to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at ClosingPurchased Shares. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable Subject to the Assets foregoing, Buyers shall have thirty (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (9030) days following from the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes deliver to Sellers for Sellers’ review and approval a final Purchase Price allocation to the Allocation Schedule. Purchaser and Seller will endeavor in good faith Purchased Assets (excluding the Purchased Shares), including Internal Revenue Service Form 8594, Asset Acquisition Statements Under Section 1060 consistent with Schedule 2.04, which the Parties shall use to resolve any differences with respect to report the Allocation Schedule within 30 days after Seller’s receipt relevant parts of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement to any Tax authority. If Buyers and Sellers agree to the final allocation of the Purchase Price, which they shall use reasonable commercial efforts to do, Buyers and Sellers shall report, act and file Tax Returns in accordance all respects and for all purposes consistent with such allocation. Buyers agree to provide reasonable assistance to Sellers for the purposes of Sellers’ preparation and filing of Tax Returns or otherwise for the purposes of reporting the relevant parts of the transactions contemplated by this Agreement to any Tax authority for a period of two years after the Closing Date. Neither Buyers nor Sellers shall take any position (whether in audit, provided Tax Returns or otherwise) which is inconsistent with any agreed allocation unless required to do so by applicable law; provided, however, that (a) nothing contained herein shall prevent Seller, Purchaser require Buyers or the Transferred Subsidiaries from settling Sellers to contest any proposed deficiency or adjustment by any taxing Tax authority based on which challenges such allocation, or arising out of the allocation agreed to by Purchaser exhaust administrative remedies before any Tax authority in connection therewith, and Seller pursuant to this Section 7.10(f(b) Buyers and none of Seller, Purchaser or the Transferred Subsidiaries will Sellers shall not be required to litigate before any court Governmental Authority (including without limitation the United States Tax Court) any proposed deficiency or adjustment by any taxing Tax authority challenging which challenges such allocation. IfBuyers and Sellers shall give prompt written notice to the other of the commencement of any Tax audit or proceeding or the written assertion of any proposed deficiency or adjustment by any Tax authority which challenges any agreed allocation, however, Purchaser and Seller cannot the parties shall cooperate in good faith resolve any differences with respect in responding to it in order to preserve the Allocation Schedule, Purchaser and Seller shall prepare separate allocationseffectiveness of such allocation.

Allocation of the Purchase Price. The Parties agree that Purchase Price, plus the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance amount of doubt, the Transferred Securities, will Assumed Liabilities required to be allocated included in consideration received pursuant to such Assets in accordance with Section 1060 of the Code Code, shall be allocated for all purposes (including, without limitation, Tax purposes) in accordance with the requirements of Section 1060 of the Code. The allocation of the Purchase Price shall be as mutually agreed in writing between Cott and Seller no later than five (5) Business Days prior to the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriateClosing (the "Allocation Schedule"). Seller and Purchaser Cott recognize that the Purchase Price does not include the Assumed Liabilities required to be treated as purchase consideration for U.S. federal income tax purposes and that Cott will cooperate to agree on the amount allocate such Assumed Liabilities appropriately and shall advise Seller of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing allocation and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchasershall be revised accordingly. If an agreement is reached, The Allocation Schedule shall be subject to adjustment as provided in Sections 2.3 and 2.4 below. Seller and Purchaser Buyers agree that for income tax purposes, they shall report the transactions contemplated by this Agreement (i) to act in accordance with the computations and allocations contained in the Allocation Schedule (including Cott's allocation of Assumed Liabilities and any modifications thereto reflecting any post-closing adjustments) in all appropriate Tax forms for the tax year in which the Closing occurs and (ii) not to take a position on any Tax return before any Governmental Authority charged with the collection of any Tax or in any judicial proceeding that is in any manner inconsistent with the terms of any such allocationallocation (including Cott's allocation of Assumed Liabilities and any modifications thereto reflecting any post-closing adjustments) without the consent of Cott, provided that nothing contained herein shall prevent Seller, Purchaser or in the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) and none case of Seller, Purchaser or and Seller, in the Transferred Subsidiaries will be required to litigate before case of any court Buyer. In the event that any proposed deficiency or adjustment by any taxing Taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to disputes the allocation as indicated on the Allocation ScheduleSchedule (including Cott's allocation of Assumed Liabilities and any modifications thereto reflecting any post-closing adjustments), Purchaser and Seller the party receiving notice of the dispute shall prepare separate allocationspromptly notify the other party hereto concerning resolutions of the dispute.

Allocation of the Purchase Price. The Parties Buyer and Seller agree that the total considerationPurchase Price (which for purposes of this Section 3.03 shall include any liabilities required to be treated as part of the Purchase Price for federal income tax purposes), as determined for tax purposes paid for the Assetsmay be adjusted pursuant to this Section 3.03, including, for the avoidance of doubt, the Transferred Securities, will shall be allocated to such among the Acquired Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach allocation reflected in a schedule setting forth such allocation to prepared by Buyer in accordance with this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date Section 3.03 (the “Allocation Schedule”). Within 30 sixty (60) days after following the receipt final determination of the Purchase Price pursuant to Section 3.01, Buyer shall deliver to Seller a draft of the Allocation Schedule setting forth Buyer’s proposed allocation for Seller’s review. Seller shall have the right to review and reasonably comment upon Xxxxx’s proposed Allocation Schedule, Purchaser provided, that (a) such proposed Allocation Schedule shall be deemed approved by Seller and shall be final and binding upon the Parties unless Seller provides written notice of Seller’s comments to one or more items reflected in the proposed Allocation Schedule within twenty (20) Business Days after delivery of the proposed Allocation Schedule to Seller, and (b) upon receipt of any such written comments from Seller with respect to the proposed Allocation Schedule, Buyer may make such adjustments or revisions to the proposed Allocation Schedule based on Seller’s comments as Buyer determines in good faith to be necessary and appropriate, provided further, that Buyer shall have no obligation to make any such adjustments or revisions absent manifest error. The Parties shall adhere to the Allocation Schedule (as finally determined pursuant to this Section 3.03) for all purposes relevant to the calculation of federal or state Taxes, and will propose to report the transactions contemplated herein in a manner consistent with such Allocation Schedule. Except as required by applicable Law, Buyer and Seller shall not take any changes to position on their respective Tax Returns that is inconsistent with the Allocation Schedule. Purchaser [Transfer Taxes. Any and Seller will endeavor all deed stamps or transfer Taxes which may be due the Commonwealth of Pennsylvania or any political subdivision in good faith to resolve any differences connection with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reachedsale, Seller transfer, assignment, conveyance and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out delivery hereunder of the allocation agreed Acquired Assets to Buyer (collectively, “Transfer Taxes”), shall be borne by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationBuyer. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller The terms hereof shall prepare separate allocations.survive Closing.]5

Allocation of the Purchase Price. The Parties agree that the total consideration, as determined for tax purposes paid for Purchase Price and other items properly includible in the Assets, includingdeemed sales price of the Acquired Assets shall be allocated, for Tax purposes, among the avoidance of doubt, the Transferred Securities, will be allocated to such Acquired Assets in accordance a manner consistent with Section the provisions of Code § 1060 of the Code and the rules and regulations promulgated Treasury Regulations thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree the methodology set forth on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date Schedule 7.5.3 (the “Allocation Schedule”). Within 30 days after Any subsequent adjustment to the receipt of Purchase Price will also be allocated in accordance with Code § 1060 and the Allocation Schedule, Purchaser will propose to Seller any changes to Treasury Regulations thereunder and the Allocation Schedule. Purchaser Within ninety (90) days after the Closing Date, Buyer will prepare and Seller deliver to Sellers an allocation of the Purchase Price and any other applicable items (the “Allocation”). Buyer shall permit Sellers to review and comment on the Allocation and will endeavor consider in good faith any written comments received from Sellers within thirty (30) days of Buyer’s delivery of the Allocation and promptly inform Xxxxxxx of any changes accepted thereto by Xxxxx. Sellers and Buyer each agree to resolve use such Allocation to prepare and file in a timely manner all Tax Returns including, if applicable, IRS Form 8594, and to take no position in any differences Tax Return, Tax proceeding or Tax audit that is inconsistent with such Allocation, unless otherwise required under applicable Law or agreed in writing by Sellers or Buyer as required by a Tax audit by a Governmental Authority having jurisdiction over such Party. Sellers and Buyer shall, and shall cause their respective Affiliates to, provide prompt notice to the other of any audit, inquiry or Action with respect to the Allocation. Any adjustments to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection resulting from any audit, inquiry or suggested changes Action, or from Purchaserany other post-Closing adjustments to the Purchase Price, shall be prepared by Buyer and delivered to Sellers in a timely manner. If an agreement is reached, Seller Buyer shall permit Sellers to review and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with comment on any such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser adjustments and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot consider in good faith resolve any differences with respect to the Allocation Schedule, Purchaser written comments received from Sellers within thirty (30) days of Buyer’s delivery of such adjustment (including a schedule thereof) and Seller shall prepare separate allocationspromptly inform Sellers of any changes accepted thereto by Xxxxx.

Allocation of the Purchase Price. The Parties agree that Within thirty (30) days following the total considerationcompletion of the process described in Section 3.03, as determined for tax purposes paid for Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Assets, including, for Purchase Price (together with all other capitalizable items) among the avoidance assets of doubt, the Transferred Securities, will be allocated to such Assets Seller prepared in accordance with Section 1060 of the Code and the rules and treasury regulations promulgated issued thereunder (and any similar provision of state, state or local and foreign lawLaw, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation SchedulePurchase Price Allocation”). Within 30 thirty (30) days after the receipt of the Allocation Schedulesuch draft Purchase Price Allocation, Purchaser Seller will propose to Seller Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the Allocation Scheduleevent that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). Purchaser Buyer and Seller will endeavor attempt in good faith to resolve any differences between them with respect to the Allocation Schedule Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within 30 ten (10) days after SellerBuyer’s receipt of a timely written notice of objection or suggested proposed changes from PurchaserSeller. If an agreement is reachedBuyer and Seller are unable to resolve such differences within such time period, then Buyer and Seller shall each use a separate Purchase Price Allocation that each reasonably determines satisfies the requirements of Section 1060 of the Code. If Buyer and Purchaser Seller agree that (or are deemed to agree pursuant to provisions of this Section 3.06) to the Purchase Price Allocation, then Buyer and Seller shall report, act, and file in all respects and for income tax purposes, they shall report all Tax purposes (including the transactions contemplated by this Agreement filing of Internal Revenue Service Form 8594) in accordance a manner consistent with such allocationagreed-upon Purchase Price Allocation, provided that nothing contained herein shall prevent Sellertake no position for Tax purposes inconsistent therewith unless required to do so by applicable Law, Purchaser or and shall reasonably cooperate in the Transferred Subsidiaries from settling preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any proposed deficiency or adjustment by any taxing authority based on or arising out filings relating to the allocation of the allocation agreed to by Purchaser and Seller Purchase Price pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocations3.06.

Allocation of the Purchase Price. The Parties agree Within 30 days after the Closing Date, Buyer will deliver to Seller a preliminary allocation of the Purchase Price (to the extent included in the amount realized for income Tax purposes) among the Purchased Assets (the “Preliminary Allocation”); provided, however, that such Preliminary Allocation will not be binding on the total considerationParties. Within 120 days after the Closing Date, as determined for tax purposes paid for Buyer will deliver to Seller a proposed final allocation of the AssetsPurchase Price, including, for the avoidance of doubt, the Transferred Securities, will be allocated to such Assets in accordance with Section the Preliminary Allocation and section 1060 of the Code and the rules and regulations promulgated Treasury Regulations thereunder (and any similar provision of state, U.S. state or local and foreign Tax law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation ScheduleProposed Final Allocation”). Within In preparing the Preliminary Allocation and the Proposed Final Allocation, Buyer will consider in good faith any input that Seller provides in writing regarding the proposed valuation of specific assets. Seller will notify Buyer in writing within 30 days after the receipt of the Proposed Final Allocation Scheduleof any disagreement or reasonable objections Seller may have with the Proposed Final Allocation, Purchaser in which case Seller and Buyer will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in use their good faith efforts to resolve any differences with respect reach agreement thereon. If the Parties reach agreement thereon, their agreed upon allocation will constitute a “Final Allocation.” In the event Seller and Buyer fail to the Allocation Schedule so agree within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reacheddisagreement has been delivered, then Seller and Purchaser agree that for income tax purposesBuyer will promptly engage the Arbitration Firm to deliver to Buyer and Seller, they shall within 30 days of the engagement, an allocation of the Purchase Price, which will constitute a “Final Allocation.” Buyer and Seller will share equally the fees and expenses of the Arbitration Firm in connection with such engagement. Each Party will report the transactions contemplated by this Agreement purchase and sale of the Purchased Assets on all Tax Returns (including IRS Form 8594) in accordance with such allocationa Final Allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling and no Party will take any proposed deficiency or adjustment position contrary to a Final Allocation unless required by any taxing authority based on or arising out of the allocation agreed applicable law. The Parties agree to by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences notify each other with respect to the Allocation Schedule, Purchaser initiation of any action by the IRS or any other Taxing Authority relating to such allocations and Seller shall prepare separate allocationsagree to consult with each other with respect to any related action by the IRS or any other Taxing Authority.

Allocation of the Purchase Price. The Purchase Price allocation is to be based on the fair value of the assets acquired and liabilities assumed. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The value of the tangible assets will be based on the Seller’s closing balance sheet. The valuation of intangible assets is performed under an income approach, such as using discounted cash flows, which is the present value of forecasted cash flows applicable to the asset. The remainder of the purchase price is assigned to goodwill. The Parties agree that the total consideration, as determined for tax purposes paid for the Assets, including, for the avoidance of doubt, the Transferred Securities, Purchase Price allocation will be allocated agreed upon by Seller Parties and Purchaser upon completion of the Audit and will be subject to such Assets approval by Purchaser’s auditor, Gxxxx Xxxxxxxx, prior to the Purchaser filing its Report on Form 8-K. The Purchase Price allocation will be prepared in accordance a manner consistent with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriatethereunder. Seller and Purchaser will cooperate to agree to: (i) be bound by the allocation of the Purchase Price among the Purchased Assets as reflected on the amount of such consideration that is allocable allocation mutually agreed to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing Seller Parties and will attach a schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation SchedulePurchase Price Allocation”). Within 30 days after ; (ii) act consistently with the receipt Purchase Price Allocation in the preparation and the filing of all Tax Returns, including filing Form 8594 with their United States federal income Tax Return(s) for the taxable year that includes the Closing Date, and in the course of any audit, review or litigation related to their Taxes for the taxable year that includes the Closing Date; and (iii) not take and not permit any of their Affiliates to take a position inconsistent with the Purchase Price Allocation including for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Allocation Schedule, Purchaser will propose to Seller any changes to the Allocation Schedule. Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsCode.

Allocation of the Purchase Price. The Parties Seller and Purchaser hereby agree that that, except as provided in this Section, the total consideration, Purchase Price deemed paid for U.S. federal income Tax purposes for the assets of the Company as determined for tax purposes paid for the Assetsthose purposes, including, for the avoidance of doubt, the Transferred Securities, will shall be allocated to such Assets among those assets and for those purposes in accordance with Section 1060 of the Code and the rules and regulations promulgated Treasury Regulations thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree set forth on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach a allocation schedule setting forth such allocation to this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date (the “Allocation Schedule”). Within 30 days after the receipt A draft of the Allocation Schedule, Schedule shall be prepared by Purchaser will propose and delivered to Seller any changes within forty-five (45) days following the date of this Agreement. If Seller notifies Purchaser, in writing, that Seller objects to the Allocation Schedule. Purchaser and Seller will endeavor one or more items reflected in good faith to resolve any differences with respect to the Allocation Schedule within 30 fifteen (15) days after Seller’s of receipt of notice of objection or suggested changes from Purchaser. If an agreement is reached, Seller and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out of the allocation agreed to by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocation. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller shall prepare separate allocationsuse Commercially Reasonable Efforts to negotiate to resolve such dispute within one hundred twenty (120) days of Closing. If Seller and Purchaser are unable to resolve any dispute with regard to the Allocation Schedule within such one hundred twenty (120) day period, Seller and Purchaser shall be free to use their own allocation and/or determination of the consideration in preparing their respective U.S. federal Tax Returns and other filings. Except as otherwise required by any final and non-appealable decision or Order by any court of competent jurisdiction or by applicable Law, any allocation agreed upon by Seller and Purchaser, as provided above, shall be binding on Seller and Purchaser for all income Tax reporting purposes, and Seller and Purchaser shall not take (or cause or permit any Affiliate to take) inconsistent positions with respect to, and shall each use (and cause each Affiliate to use) Commercially Reasonable Efforts to sustain, such agreed upon allocation in any subsequent income Tax audit or similar proceeding, and each of Seller and Purchaser agrees to cooperate with the other in preparing an IRS Form 8594, and to furnish the other with a draft copy of such form within a reasonable period before its filing due date.

Allocation of the Purchase Price. The Parties Buyer and Seller agree that the total considerationPurchase Price (which for purposes of this Section 3.03 shall include any liabilities required to be treated as part of the Purchase Price for federal income tax purposes), as determined for tax purposes paid for the Assetsmay be adjusted pursuant to this Section 3.03, including, for the avoidance of doubt, the Transferred Securities, will shall be allocated to such among the Acquired Assets in accordance with Section 1060 of the Code and the rules and regulations promulgated thereunder and any similar provision of state, local and foreign law, as appropriate. Seller and Purchaser will cooperate to agree on the amount of such consideration that is allocable to the Transferred Securities of the Foreign Transferred Subsidiaries by Closing and will attach allocation reflected in a schedule setting forth such allocation to prepared by Buyer in accordance with this Agreement at Closing. Seller shall provide Purchaser with a proposed schedule detailing how the remainder of such consideration is allocable to the Assets (other than the Transferred Securities of the Foreign Subsidiaries) within ninety (90) days following the Closing Date Section 3.03 (the “Allocation Schedule”). Within 30 sixty (60) days after following the receipt final determination of the Purchase Price pursuant to Section 3.01, Buyer shall deliver to Seller a draft of the Allocation Schedule setting forth Buyer’s proposed allocation for Seller’s review. Seller shall have the right to review and reasonably comment upon Buyer’s proposed Allocation Schedule, Purchaser provided, that (a) such proposed Allocation Schedule shall be deemed approved by Seller and shall be final and binding upon the Parties unless Seller provides written notice of Seller’s comments to one or more items reflected in the proposed Allocation Schedule within twenty (20) Business Days after delivery of the proposed Allocation Schedule to Seller, and (b) upon receipt of any such written comments from Seller with respect to the proposed Allocation Schedule, Buyer may make such adjustments or revisions to the proposed Allocation Schedule based on Seller’s comments as Buyer determines in good faith to be necessary and appropriate, provided further, that Buyer shall have no obligation to make any such adjustments or revisions absent manifest error. The Parties shall adhere to the Allocation Schedule (as finally determined pursuant to this Section 3.03) for all purposes relevant to the calculation of federal or state Taxes, and will propose to report the transactions contemplated herein in a manner consistent with such Allocation Schedule. Except as required by applicable Law, Buyer and Seller shall not take any changes to position on their respective Tax Returns that is inconsistent with the Allocation Schedule. Purchaser [Transfer Taxes. Any and Seller will endeavor all deed stamps or transfer Taxes which may be due the Commonwealth of Pennsylvania or any political subdivision in good faith to resolve any differences connection with respect to the Allocation Schedule within 30 days after Seller’s receipt of notice of objection or suggested changes from Purchaser. If an agreement is reachedsale, Seller transfer, assignment, conveyance and Purchaser agree that for income tax purposes, they shall report the transactions contemplated by this Agreement in accordance with such allocation, provided that nothing contained herein shall prevent Seller, Purchaser or the Transferred Subsidiaries from settling any proposed deficiency or adjustment by any taxing authority based on or arising out delivery hereunder of the allocation agreed Acquired Assets to Buyer (collectively, “Transfer Taxes”), shall be borne by Purchaser and Seller pursuant to this Section 7.10(f) and none of Seller, Purchaser or the Transferred Subsidiaries will be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such allocationBuyer. If, however, Purchaser and Seller cannot in good faith resolve any differences with respect to the Allocation Schedule, Purchaser and Seller The terms hereof shall prepare separate allocations.survive Closing.]5