Common use of Allocation Clause in Contracts

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Within 21 days after the Closing Date, Buyer shall prepare and provide to Seller an allocation of the Purchase Price, Assumed Liabilities and all other capitalized costs among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder by completing Schedule 2.8 in accordance with the agreements set forth in Schedule 2.8 and by making any changes reasonably requested by Seller, which allocation, as it may be revised from time to time in accordance with the following sentence (the "Allocation"), shall be binding upon the parties and Buyer shall cause XII and XSL to be bound by the Allocation. Buyer shall revise the Allocation and provide a copy thereof to Seller from time to time to reflect any payments made pursuant to Sections 2.4(c), 2.5(d) or 2.5(e), in each case revising the Allocation in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the agreements set forth in Schedule 2.8 and making any changes reasonably requested by Seller. Following the Closing, Purchaser the parties shall prepare report, act and file, and Buyer shall cause XII and XSL to report, act and file, Tax Returns (including Internal Revenue Service Forms 8594) in all respects and for all purposes consistent with the Allocation. Each of Buyer and Seller shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as the other may reasonably request to Sellers an allocation facilitate the preparation of the aggregate consideration among Sellers andAllocation. No party shall take, for and Buyer shall prevent XII and XSL from taking, any transactions contemplated by this Agreement that position (whether in audits, tax returns or otherwise) which is inconsistent with the Allocation unless required to do not constitute an Agreed G Transaction so pursuant to a "determination" within the meaning of Section 6.161313(a) of the Code. Upon written request by Buyer or Seller, Purchaser Seller (in the case of a request by Buyer) or Buyer (in the case of a request by Seller) shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority the most recent Internal Revenue Service Form 8594 that it has filed or prepared for filing with the Internal Revenue Service in connection with the transactions contemplated hereinpurchase and sale of the Assets pursuant to this Agreement.

Allocation. Following As soon as reasonably practicable after the Closingdate hereof, Purchaser CLNC shall prepare and deliver to Sellers Manager (i) an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Personal Property Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, a portion of the Termination Fee (and any other amounts treated as consideration for assets for applicable Tax Code purposes) among any assets that, for U.S. income Tax purposes, are treated as assets purchased by CLNC (or its relevant Affiliates) and (ii) an allocation setting forth a portion of the Termination Fee that will be treated for tax purposes as allocable to the services to be provided by an Affiliate of Manager to an Affiliate of CLNC pursuant to the Transition Services Agreement, each determined in a manner consistent with applicable Tax Law (“CLNC’s Allocation Statement”). If Manager disagrees with CLNC’s Allocation Statement, Manager may, within ten (10) days after delivery of CLNC’s Allocation Statement, deliver a written notice together with reasonable supporting documentation (the “AllocationManager Allocation Notice”)) to CLNC to such effect, specifying those items as to which Manager disagrees and setting forth Manager’s proposed allocations. The applicable Seller shall have thirty If the Manager Allocation Notice is timely delivered, CLNC and Manager shall, during the five (305) days after following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocations. If CLNC and Manager are unable to reach such agreement within five (5) days following delivery of the Manager Allocation Notice, they shall promptly thereafter engage a nationally recognized third-party accounting firm mutually acceptable to review both CLNC and consent Manager (the “Independent Accounting Firm”) to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreementremaining disputes within the following five (5) days. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The All fees and expenses of such accounting firm relating to the work, if any, to be performed by the Independent Accounting Firm pursuant to this Section 4.05. shall be borne equally by PurchaserCLNC and Manager. The allocations, as prepared by CLNC if no Manager Allocation Notice has been timely delivered, as adjusted pursuant to any agreement between CLNC and Manager, or as determined by the Independent Accounting Firm in accordance with the immediately preceding sentence (the “Allocations”), shall be final, conclusive and binding on the one hand, Parties absent manifest error. Neither CLNC nor Manager shall (and the applicable Seller, on the other hand. The applicable Seller both CLNC and Manager shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of cause their respective Affiliates not to) take any information described above required to be furnished to any Taxing Authority in connection position inconsistent with the transactions contemplated hereinAllocations on any Tax return. in any Tax proceeding or otherwise, in each case, except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended, or any similar provision of state, local or foreign Law).

Allocation. Following the Closingoccurrence of a Warehouse Facility Termination Event, Purchaser in connection with each Initial Beneficiary Purchase, each Warehouse Facility Lender (including any Wind-Down Lender) shall prepare and deliver be obligated to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare sell and deliver to the applicable Seller Initial Beneficiary, on the Initial Beneficiary Purchase Date, a proposed allocation ratable portion of each outstanding Advance of such Warehouse Facility Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Purchased Portion”) equal to: ( Initial Beneficiary Purchase Price Amount ) Aggregate Loan Amount + Aggregate Wind-Down Loan Amount Where: Initial Beneficiary Purchase Amount = The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase; and other consideration paid Aggregate Loan Amount = The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Aggregate Wind-Down Loan Amount = The Aggregate Wind-Down Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Prior to the occurrence of any Warehouse Facility Termination Event, in exchange for connection with each Initial Beneficiary Purchase, the Purchased AssetsInitial Beneficiary may, prepared in accordance with Section 1060its sole discretion, allocate its purchase of Advances between the Wind-Down Lenders and the Revolving Lenders, and if each of such Wind-Down Lenders and Revolving Lenders, as applicable, Section 338shall be obligated, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent subject to the Allocation in writingterms and conditions of Article VI hereof, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to sell and deliver to the AllocationInitial Beneficiary, such Seller and Purchaser shall use such Allocation to prepare and file in on the related Initial Beneficiary Purchase Date, a timely manner all appropriate Tax filings, including the preparation and filing corresponding portion of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationits outstanding Advances; provided, however, that nothing contained herein shall prevent to the applicable Seller and Purchaser extent that the Initial Beneficiary elects to purchase any Advances from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out Revolving Lenders, such portion of such Allocation, and neither the applicable Seller nor Purchaser Initial Beneficiary Purchase shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, allocated among all Revolving Lenders pro rata and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement each Revolving Lender shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable obligated, subject to the applicable Sellerterms and conditions of Article VI hereof, to sell and such resolution shall be final and binding on deliver to the Parties. The fees and expenses of such accounting firm shall be borne equally by PurchaserInitial Beneficiary, on the one handrelated Initial Beneficiary Purchase Date, a ratable portion of each outstanding Advance of such Revolving Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Revolving Purchased Portion”) equal to: ( Initial Beneficiary Purchase Amount ) Aggregate Loan Amount Where: Initial Beneficiary Revolving Purchase Amount = The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase from Warehouse Facility Lenders with respect to which no Wind-Down Event has occurred; and Aggregate Loan Amount = The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Notwithstanding the foregoing, the aggregate amount of the Advances purchased pursuant to each Initial Beneficiary Purchase shall be in a minimum amount of $5,000,000, in the aggregate, per Warehouse Facility, and integral multiples of $100,000 in excess thereof. Each assignment pursuant to this Section 6.1(c) shall be made without representation, warranty or recourse, except that each Warehouse Facility Lender represents and warrants that it is the applicable Seller, on owner of the other hand. The applicable Seller shall provide Purchaser, Advances (or portions thereof) assigned by it and Purchaser shall provide has not created any lien or encumbrance thereon that is not being released as of the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinInitial Beneficiary Purchase Date.

Allocation. Following Within 30 days after the Closing, Purchaser shall prepare and deliver to Sellers an allocation determination of the aggregate consideration among Sellers andFinal Working Capital, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser the Buyer shall also prepare and deliver to the applicable Seller a proposed allocation of schedule (the “Allocation Schedule”) allocating the Purchase Price (and any other items treated as consideration paid in exchange for the Purchased Transferred Assets, prepared in accordance with Section 1060except the Quotas, for Tax purposes) among the Transferred Assets and if applicable, Section 338, the covenant of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation set forth in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such AllocationSection 5.12; provided, however, that nothing contained herein the portion of the Purchase Price related to the Quotas will be agreed by the Buyer and the Seller prior to the Closing and reflected in the Amendment to the Articles of Association executed on the Closing Date. The remaining portion of the consideration will be allocated to the remainder of the Transferred Assets in accordance with this Section 2.10. The Allocation Schedule shall prevent be reasonable and shall be prepared in accordance with Section 1060 of the applicable Code and the Treasury Regulations thereunder. Such allocation shall be deemed final unless the Seller and Purchaser from settling has notified the Buyer of any proposed deficiency or adjustment disagreement with the Allocation Schedule within 20 Business Days after submission thereof by any Governmental Authority based upon or arising out the Buyer. In the event of such Allocationdisagreement, and neither the applicable Seller nor Purchaser Parties hereto shall use reasonable efforts to reach agreement on a reasonable allocation of consideration among the Transferred Assets. In the event that the Parties hereto do not agree to a Purchase Price allocation in accordance with this Section 2.10, the Independent Accounting Firm shall make a determination as to each disputed item which shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on upon the Parties. The fees Buyer and expenses of such accounting firm shall be borne equally by Purchaser, on the one handSeller each agrees to file Internal Revenue Service Form 8594, and all federal, state, local and foreign Tax Returns, in accordance with the applicable SellerAllocation Schedule as finally determined by the Parties or the Independent Accounting Firm, on as the case may be. The Buyer and Seller each agrees to provide the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, promptly with a copy of any other information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereincomplete Form 8594.

Allocation. Following the ClosingThe Seller shall, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have later than thirty (30) days after the delivery Closing Date, prepare and deliver to the Buyer an allocation of the Allocation Purchase Price ((with respect to the Assumed Liabilities and other relevant items, to the extent properly taken into account for Tax purposes) among the Purchased Assets (the “Allocation”) in accordance with Section 1060 of the Code, the Treasury Regulations thereunder and other applicable Law for the Buyer’s review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). Any reasonable comments provided by the Buyer to the Seller in accordance with this Section 3.3 shall be considered by the Seller in good faith. The Allocation shall be conclusive and binding on the Parties unless the Buyer notifies the Seller in writing that the Buyer objects to one or more items reflected in the Allocation, and specify the reasonable basis for such objection, within ten (10) days after delivery to the Buyer of the Allocation. In the case of such an objection, the Seller and the Buyer shall negotiate in good faith to resolve any disputed items. Any resolution by the Seller and the Buyer shall be conclusive and binding on the parties once set forth in writing (any such conclusive and binding Allocation, the “Final Allocation”). If the applicable Seller consents and the Buyer are unable to resolve all disputed items within fifteen (15) days after the delivery of the Buyer’s written objection to the AllocationSeller, the Buyer and the Seller shall jointly retain a mutually agreed independent internationally recognized accounting firm (the “Accounting Firm”) (which may in turn select an appraiser, if needed) to resolve any disputed item(s). The costs, fees and expenses of the Accounting Firm shall be borne half by the Buyer and half by the Seller. The Accounting Firm shall resolve any such Seller dispute within thirty (30) days after the retention, and Purchaser the Final Allocation shall use be adjusted to reflect any such Allocation resolution of any disputed item(s). The Parties agree to prepare (and shall cause their affiliates to) file in a timely manner all appropriate Tax filings, Returns (including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms IRS Form 8594 and 8023, if applicable, with their respective U.S. federal income Tax Returns Return for the taxable year that includes the Closing Date date of the Closing) consistent with, and shall not take no any position in any connection with Tax Return matters that is inconsistent with, the Final Allocation unless otherwise required by a final determination within the meaning of Section 1313 of the Code or any corresponding provision of state, local or non-U.S. Law, or as the Buyer or the Seller (as applicable) determines is necessary to settle a dispute with a Tax authority after making a good faith effort to defend the Final Allocation. In the event that a Governmental Authority disputes the Final Allocation, the Party receiving notice of such Allocation; provideddispute shall promptly notify the other Party hereto, however, that nothing contained herein shall prevent and the applicable Seller and Purchaser from settling the Buyer shall, and shall cause their respective Affiliates to, use their reasonable best efforts to defend such Final Allocation in any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such applicable proceeding. Notwithstanding the foregoing, in administering the Bankruptcy Case, the Bankruptcy Court shall not be required to apply the Final Allocation, and neither the applicable Seller Debtors, nor Purchaser any other parties in interest, shall be required to litigate before any court, any proposed deficiency or adjustment bound by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Final Allocation, for purposes of determining the applicable Seller shall notify Purchaser manner in writing of such disagreement within such thirty (30) day periodwhich the Purchase Price should be allocated either, as between the Selling Entities and thereaftertheir respective estates, or as among the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3Purchased Assets themselves, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinfor non-tax purposes.

Allocation. Following (a) The consideration for the ClosingAssets, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, as determined for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction United States federal income tax purposes pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Treasury Regulations § 1.1060-1(c) (the “AllocationTax Purchase Price”), shall be allocated for such purposes, as provided in Treasury Regulations § 1.1060-1(c) and the other provisions of the Treasury Regulations referred to therein, in the manner specified on Schedule 1.6, a draft of which schedule will be delivered by Buyer in writing to Seller within ninety (90) days of Closing. The applicable If Seller shall have notifies Buyer in writing that it does not accept such draft schedule within thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writingdeemed receipt thereof, which consent shall not be unreasonably withheldnotice must explain the basis for each of Seller’s disagreements with such draft schedule, conditioned or delayed. If the applicable Seller consents parties agree to the Allocation, such Seller and Purchaser shall use such Allocation negotiate in good faith to prepare and file in reach a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms mutually acceptable Schedule 1.6 in accordance with applicable Law, including Forms 8594 Code Section 1060 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with Treasury Regulations thereunder. Failure of Seller to so notify Buyer within such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out period will be deemed acceptance of such Allocation, and neither schedule. In the applicable Seller nor Purchaser shall be required event that the parties are unable to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging reach an agreement on such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement allocation within such thirty (30) day perioddays of Seller’s notice of dispute, the dispute will be submitted to Deloitte & Touche LLP (the “Accountants”), who will determine an appropriate allocation of the disputed items, and thereafterwhose determination shall be binding and conclusive on the parties. In making its determination, the applicable Accountant will not undertake any review of matters not specifically identified by Seller shall attempt as being in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Sellerdispute, and the Accountant’s determination as to each item in dispute will not be outside the range comprised of Buyer’s calculation of such resolution shall be final item and binding on the PartiesSeller’s calculation of such item. The fees and expenses of the Accountant for such accounting firm shall determination will be borne equally paid by PurchaserBuyer, on the one hand, and the applicable Seller, on the other hand. The applicable Seller , in such amount(s) as shall provide Purchaserbe determined by the Accountant based on the proportion that the aggregate amount of disputed items submitted to the Accountant that is unsuccessfully disputed by Buyer, and Purchaser shall provide on the applicable one hand, or Seller, with a copy on the other hand, as determined by the Accountant, bears to the total amount of any information described above required such disputed items so referred to be furnished to any Taxing Authority in connection with the transactions contemplated hereinAccountant for resolution.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation Each of the Purchase Price Consideration, the liabilities of the Company for U.S. federal income tax purposes, and other consideration paid in exchange for to the Purchased Assetsextent applicable, prepared any liabilities of any Subsidiary, shall be allocated among the Assets owned by the Company, or to the extent applicable, any Subsidiary, and any Non-Company Owned Assets in accordance with Section 1060, and if applicable, Section 338, their relative fair market values as of the Tax Closing Date pursuant to Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The applicable Seller shall have thirty (30) Within 60 days after the delivery of Closing Date, the Seller shall provide the Purchaser with a proposed Allocation to for the Purchaser’s review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedcomment. If the applicable Seller consents Purchaser does not provide any comments to the Seller in writing within 20 days following delivery by the Seller of the proposed Allocation, such then the Allocation proposed by the Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required deemed to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationbe final and binding absent manifest error. If the applicable Purchaser submits written comments to the Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) 20-day period, the Seller and thereafter, the applicable Seller Purchaser shall attempt negotiate in good faith to promptly resolve any such disagreementdifferences within 30 days following the Seller’s receipt of the Purchaser’s written comments. If the Parties cannot resolve Purchaser and the Seller are unable to reach a disagreement under this Section 3.3resolution within such 30-day period, then the parties shall submit the disputed items to an independent, nationally recognized accounting firm mutually selected by the parties hereto (the “Independent Accounting Firm for the Allocation”) for resolution within 30 days after the date of such disagreement submission. Absent manifest error, the determination of the Independent Accounting Firm for the Allocation shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Partiesparties. The fees and expenses of such accounting firm the Independent Accounting Firm for the Allocation shall be borne equally by the Seller and the Purchaser. Any subsequent payments that are treated, on pursuant to Section 6.08, as adjustments to the one handconsideration for the Purchased Assets shall be reflected in the Allocation in a manner consistent with Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunder. For all Tax purposes, the Seller and the Purchaser agree that the transactions contemplated in this Agreement shall be reported for federal, and all comparable state and local, income Tax purposes as a taxable sale of assets and in a manner consistent with the applicable Sellerterms of this Agreement, on including the Allocation, and that none of them shall take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise. Each of the Purchaser and the Seller agrees to cooperate with the other hand. The in preparing IRS Forms 8594 and 8883 (including, without limitation, a Form 8883 with respect to each applicable Seller shall provide PurchaserSubsidiary), and Purchaser shall provide to furnish the applicable Seller, other with a copy of any information described above required such Forms prepared in draft form within a reasonable period prior to be furnished to any Taxing Authority in connection with the transactions contemplated hereindue date of its filing.

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price (as finally determined hereunder), Purchaser shall prepare and the Assumed Liabilities and all other relevant items, in accordance with Annex G (the “Preliminary Purchase Price Allocation”). No later than 60 days after the Purchase Price is finally determined hereunder, Sellers will deliver to Sellers Buyer an allocation of the aggregate consideration among Purchase Price, and the Assumed Liabilities and all other relevant items, as of the Closing Date determined in a manner consistent with the Preliminary Purchase Price Allocation (the “Purchase Price Allocation”) and Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant will reasonably consider such revisions to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price Allocation as are reasonably requested by Buyer. If Sellers decline to make a revision to the Purchase Price Allocation requested by Buyer and other consideration paid Buyer disagrees with the Sellers’ determination, Buyer and Sellers shall submit the disputed item to the Neutral Arbitrator for determination under procedures similar to those set forth in exchange for Section 2.10(b). The final binding and conclusive Purchase Price Allocation based upon either the Purchased Assets, prepared agreement by Buyer and Sellers or the written determination delivered by the Neutral Arbitrator in accordance with this Section 1060, 2.11 and if applicable, the relevant provisions of Section 338, of the Tax Code (2.10(b) will be the “Conclusive Purchase Price Allocation”). .” The applicable Seller Conclusive Purchase Price Allocation shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Lawrelevant provisions of law, including Forms 8594 Section 1060 of the IRC in respect of the US DAT Business and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall BFS Equity. The Conclusive Purchase Price Allocation will be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, Buyer and Sellers agree (and agree to cause their respective subsidiaries and Affiliates) to prepare and file all Tax Returns on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection basis consistent with the transactions contemplated hereinConclusive Purchase Price Allocation, unless otherwise required by law. None of the Parties will take any position inconsistent with the Conclusive Purchase Price Allocation on any Tax Return or in any audit or Tax proceeding, unless otherwise required by law.

Allocation. Following The payments contemplated by Article II and any other relevant items for Tax purposes (including the ClosingAssumed Liabilities, Purchaser the “Allocable Amount”) shall prepare be allocated among the Purchased Assets and deliver to Sellers an allocation the covenants and agreements set forth in Section 5.1 in accordance with Section 1060 of the aggregate consideration among Sellers and, Code and the other applicable requirements in the Code and the Treasury Regulations and comparable provisions of state and local Tax Law (including for any purposes of determining each Seller’s gain or loss recognized for income Tax purposes and determining Buyer’s basis in assets acquired for income Tax purposes pursuant to the transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to Agreement) using the applicable Seller a proposed methodology set forth in the allocation schedule attached hereto as Exhibit I. As soon as practicable following the determination of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Final Closing Cash Consideration in accordance with Section 10602.4 (but in no event more than one hundred eighty (180) days after the Closing Date), and if applicable, Section 338, Buyer shall prepare a draft schedule reflecting the allocation of the Tax Code Allocable Amount (including to the “Allocation”)covenants and agreements set forth in Section 5.1) in accordance with Exhibit I and shall submit such allocation to Seller Representative for review. The applicable Seller Representative shall have review such draft schedule and provide any comments thereon in writing to Buyer within thirty (30) days after the Buyer’s delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationdraft schedule; provided, however, that nothing contained herein shall prevent if Seller Representative does not provide any such written comments prior to the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out expiration of such Allocationthirty (30)-day period, and neither the applicable Seller nor Purchaser draft schedule as prepared by Buyer shall be required to litigate before any courtfinal, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationbinding and conclusive on Buyer and Sellers. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement Representative provides written comments within such thirty (30) day 30)-day period, Buyer and thereafter, Seller Representative shall use commercially reasonable efforts to agree on the applicable Seller shall attempt in good faith to promptly resolve any such disagreementamount and proper allocation of the Allocable Amount. If the Parties canBuyer and Seller Representative have not resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding agreed on the Parties. The fees and expenses allocation within forty-five (45) days after Buyer’s delivery of such accounting firm shall be borne equally by Purchaserthe draft schedule, then Buyer, on the one hand, and the applicable SellerSeller Representative, on the other hand, shall each have the right to deliver notice to the other party of its intent to refer the matter for resolution to the Independent Accountant. The applicable Buyer and Seller Representative will each deliver to the other Party and to the Independent Accountant a notice setting forth in reasonable detail their proposed allocations. Within thirty (30) days after receipt thereof, the Independent Accountant will deliver the allocation schedule and provide a written description of the basis for its determination of the allocations therein (such allocations, whether agreed to by Buyer and Seller Representative or determined by the Independent Accountant, shall provide Purchaserbe final, binding and conclusive on Buyer and Sellers). Fifty percent (50%) of all fees, costs and expenses of retaining the Independent Accountant shall be borne by Buyer and fifty (50%) of such fees, costs and expenses of retaining the Independent Accountant shall be borne by Sellers. Each of Buyer and Sellers shall, and Purchaser shall provide the applicable Sellercause their respective Affiliates to, with a copy of any information described above required to be furnished to any Taxing Authority in connection file all Tax Returns consistent with the transactions contemplated hereinallocation as finally determined pursuant to this Section 7.4 and to not take any position contrary thereto in any Tax proceeding (except pursuant to a settlement or determination by a Tax authority or as otherwise required by applicable Law).

Allocation. Following All amounts constituting consideration for the Closing, Purchaser shall prepare assets and deliver to Sellers an allocation rights of the aggregate consideration Company for U.S. federal income tax purposes shall be allocated among Sellers andthe acquired assets using the residual method as described in Section 1060 of the Code and the Treasury Regulations thereunder and using values determined primarily based on the revenue generated by the respective assets. Within sixty (60) calendar days after the Closing Date, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser Buyer shall also prepare and deliver to the applicable Seller provide Parent with a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code schedule (the “AllocationAllocation Schedule”)) allocating all such amounts as provided herein. The applicable Seller Allocation Schedule shall have thirty become final and binding on the parties hereto fifteen (3015) calendar days after the delivery of the Allocation to review and consent Buyer provides such schedule to the Allocation Parent, unless the Parent objects in writingwriting to Buyer, which consent shall not be unreasonably withheld, conditioned or delayedspecifying the basis for the objections of Parent and preparing an alternative allocation. If the applicable Seller consents to the AllocationParent does object, such Seller Parent and Purchaser Buyer shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith attempt to promptly resolve any such disagreementthe dispute within fifteen (15) calendar days of written notice to Buyer of Parent’s objection. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and Any such resolution shall be final and binding on the Partiesparties hereto. The Any unresolved disputes shall be promptly submitted to the Accounting Referee for determination, with such determination being final and binding on the parties hereto. Parent on the one hand and Buyer on the other hand will each pay one-half of the fees and expenses of such accounting firm the Accounting Referee. Parent and Buyer shall be borne equally by Purchaser, on the one hand, cooperate with each other and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority Accounting Referee in connection with the transactions matters contemplated hereinby this Section 6.13, including, without limitation, by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be reasonably requested. Each of the parties hereto agrees to (a) prepare and timely file all Tax Returns, including, without limitation, Form 8594 (and all supplements thereto) in a manner consistent with the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all Tax purposes. The parties hereto will revise the Allocation Schedule to the extent necessary to reflect any post-Closing payment made pursuant to or in connection with this Agreement. In the case of any payment referred to in the preceding sentence, Buyer shall propose a revised Allocation Schedule, and the parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of such revision.

Allocation. Following On or before ninety (90) days after the Closing, Purchaser Buyers shall prepare cause to be prepared and deliver delivered to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of schedule allocating the Purchase Price and any other items constituting consideration paid for applicable income tax purposes (to the extent known at such time) among the Assets in exchange for the Purchased Assets, prepared in accordance a manner consistent with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (the “Allocation”). The applicable Seller Allocation shall be deemed to be accepted by, and shall be conclusive and binding on, Sellers except to the extent Sellers shall have delivered, within thirty (30) days after the delivery of date on which the Allocation is delivered to review Sellers, a written notice to Buyers stating each item to which Sellers take exception (it being understood that any amounts not disputed shall be final and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedbinding). If the applicable Seller consents a change proposed by Sellers is disputed, then Buyers and Sellers shall negotiate in good faith to the Allocationresolve such dispute. If, such Seller and Purchaser shall use such Allocation to prepare and file in after a timely manner all appropriate Tax filings, including the preparation and filing period of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day perioddays following the date on which Sellers give notice to Buyers of any such proposed change, and thereafterany such proposed change still remains disputed, then the Parties shall submit any such remaining disputed items to a jointly selected accounting firm (the “Accounting Referee”) who shall act as an arbitrator to determine only those items in dispute. Within thirty (30) days following submission to the Accounting Referee, the applicable Seller shall attempt in good faith Accounting Referee will prepare and deliver a written determination to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable with respect to the applicable Seller, and Allocation (such resolution shall be final and binding on Allocation mutually agreed to by the Parties, deemed agreed to by the Parties or finally determined by the Accounting Referee, as applicable, the “Final Allocation”). The fees and expenses costs of such accounting firm Accounting Referee shall be borne equally one-half by Purchaser, on the one hand, Buyers and the applicable Seller, on the other handone-half by Sellers. The applicable Seller Parties shall provide Purchaser(a) use commercially reasonable efforts to update the Final Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the Purchase Price pursuant to this Agreement and (b) file all Tax Returns, and Purchaser including IRS Form 8594, in a manner consistent with the Final Allocation, as adjusted, unless required to do so by a final determination as defined in Section 1313 of the Code. The Parties shall provide the applicable Seller, with a copy promptly inform one another in writing of any information described above required challenge by any tax authority to be furnished the Final Allocation and shall consult and keep one another informed with respect to any Taxing Authority in connection with the transactions contemplated hereinstatus of such challenge.

Allocation. Following the Closingoccurrence of a Warehouse Facility Termination Event, Purchaser in connection with each Initial Beneficiary Purchase, each Warehouse Facility Lender (including any Wind-Down Lender) shall prepare and deliver be obligated to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare sell and deliver to the applicable Seller Initial Beneficiary, on the Initial Beneficiary Purchase Date, a proposed allocation ratable portion of each outstanding Advance of such Warehouse Facility Lender (such ratable portion, expressed as a percentage of the outstanding principal balance of such Advance, the “Allocable Purchased Portion”) equal to: ( Initial Beneficiary Purchase Price Amount ) Aggregate Loan Amount + Aggregate Wind-Down Loan Amount Where: Initial Beneficiary Purchase Amount = The aggregate principal balance of the Advances proposed to be purchased pursuant to such Initial Beneficiary Purchase; and other consideration paid Aggregate Loan Amount = The Aggregate Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Aggregate Wind-Down Loan Amount = The Aggregate Wind-Down Loan Amount, as determined as of the related Initial Beneficiary Purchase Date. Prior to the occurrence of any Warehouse Facility Termination Event, in exchange for connection with each Initial Beneficiary Purchase, the Purchased AssetsInitial Beneficiary may, prepared in accordance with Section 1060its sole discretion, allocate its purchase of Advances between the Wind-Down Lenders and the Revolving Lenders, and if each of such Wind-Down Lenders and Revolving Lenders, as applicable, Section 338shall be obligated, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent subject to the Allocation in writingterms and conditions of Article VI hereof, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to sell and deliver to the AllocationInitial Beneficiary, such Seller and Purchaser shall use such Allocation to prepare and file in on the related Initial Beneficiary Purchase Date, a timely manner all appropriate Tax filings, including the preparation and filing corresponding portion of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationits outstanding Advances; provided, however, that nothing contained herein shall prevent to the applicable Seller and Purchaser extent that the Initial Beneficiary elects to purchase any Advances from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out Revolving Lenders, such portion of such Allocation, and neither the applicable Seller nor Purchaser Initial Beneficiary Purchase shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, allocated among all Revolving Lenders pro rata and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement each Revolving Lender shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable obligated, subject to the applicable Sellerterms and conditions of Article VI hereof, to sell and such resolution shall be final and binding on deliver to the Parties. The fees and expenses of such accounting firm shall be borne equally by PurchaserInitial Beneficiary, on the one handrelated Initial Beneficiary Purchase Date, and a ratable portion of each outstanding Advance of such Revolving Lender (such ratable portion, expressed as a percentage of the applicable Selleroutstanding principal balance of such Advance, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.“Allocable Revolving Purchased Portion”) equal to: ( Initial Beneficiary Purchase Amount ) Aggregate Loan Amount Where:

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser Xxxxxxxxx and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following Within 30 days following the Closingdate of this Agreement, Seller and Purchaser shall prepare and deliver to Sellers an allocation mutually agree on the fair market value of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute Transferred Equity Interests and shall allocate an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price to the Transferred Equity Interests in an amount equal to such fair market value as determined by the parties. If Seller and other consideration paid in exchange for the Purchased AssetsPurchaser are unable to agree on such allocation, prepared in accordance with Section 1060, Seller and if applicable, Section 338, of the Tax Code Purchaser shall mutually agree on an independent appraisal firm (the “Appraisal Firm”) to determine the fair market value of the Transferred Equity Interests. The opinion of the Appraisal Firm shall be rendered within 60 days following the date of this Agreement and shall be conclusive and binding on the parties, who shall allocate an amount of Purchase Price to the Transferred Equity Interests in an amount equal to their fair market value as determined by the Appraisal Firm (such amount as is agreed by the parties or determined by the Appraisal Firm, the “Mexico Allocation”). The applicable Within 10 days following the determination of the Mexico Allocation, Purchaser shall propose an initial allocation (the “U.S. Allocation”, and together with the Mexico Allocation, the “Allocations”) of the Purchase Price (and any other items required to be treated as purchase price for Tax purposes), less the Mexico Allocation, among the Transferred Assets. Seller shall have thirty (30) 10 days after the delivery of the Allocation to review such proposed allocation and consent to the Allocation if Seller does not inform Purchaser in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocationwriting of any dispute within such period, such proposed allocation shall be conclusive and binding on the parties. In the event there is a dispute and Seller and Purchaser are unable to resolve such dispute within 5 days, Seller and Purchaser shall use refer such Allocation dispute to prepare and file the Appraisal Firm, who shall only determine as to the matters in a timely manner all appropriate Tax filings, including dispute. The conclusions of the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for Appraisal Firm shall be rendered within 10 days following the taxable year that includes date the Closing Date dispute is submitted and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties. The Seller and Purchaser shall adjust the Allocations from time to time as mutually agreed to reflect any adjustments to the Purchase Price hereunder (with any dispute to be resolved by the Appraisal Firm). All fees and expenses of such accounting firm the Appraisal Firm shall be borne shared equally by Seller and Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following (a) No later than thirty (30) calendar days after the Closingdetermination of the Acquisition Closing Date Balance Sheet and the Final Payment Amount Statement (including the final resolution of any dispute related thereto pursuant to Section 2.2(d)), Purchaser Buyer shall prepare and deliver to Sellers an Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the aggregate total consideration among Sellers and, for any transactions contemplated paid by Seller to Buyer pursuant to this Agreement that do not constitute an Agreed G Transaction among the assets acquired pursuant to this Agreement for purposes of, and in accordance with, Section 6.161060 of the Code. If, Purchaser within forty-five (45) calendar days of the receipt of the Draft Allocation Statement, Seller shall also prepare and deliver not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Draft Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser Statement in writing of such disagreement within such thirty (30) 45-day period, Seller and thereafter, the applicable Seller Buyer shall attempt negotiate in good faith to promptly resolve any disputed items. If, within ninety (90) calendar days after the receipt of the Draft Allocation Statement, Seller and Buyer fail to agree on such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3allocation, any disputed aspects of such disagreement allocation shall be resolved by an independent accounting firm chosen Accountant in accordance with the procedures set forth in Section 2.2(d). The allocation of the total consideration, as agreed upon by Purchaser Seller and reasonably acceptable Buyer (as a result of either Seller’s failure to object to the applicable Seller, Draft Allocation Statement or of good faith negotiations between Seller and such resolution Buyer) or determined by the Accountant (the “Final Allocation Statement”) shall be final and binding on upon the Partiesparties hereto. The If there is any adjustment to the consideration paid by Seller to Buyer pursuant to this Agreement for purposes of Section 1060 of the Code, any such adjustment shall be allocated, to the extent possible, to the asset(s) resulting in such adjustment, and Buyer shall prepare a revised Draft Allocation Statement reflecting such adjustment which shall, subject to the review and dispute resolution provisions set forth in this Section 2.3(a), replace the Final Allocation Statement. Each of Seller and Buyer shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay one-half (50%) of the fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and Accountant retained to resolve any disputed aspects of the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required allocation prepared pursuant to be furnished to any Taxing Authority in connection with the transactions contemplated hereinthis Section 2.3(a).

Allocation. Following Promptly after the Closing, but in any event within seventy-five (75) days after the Closing, Purchaser shall prepare and deliver to Sellers an allocation of provide Parent with a schedule allocating the aggregate consideration paid pursuant to this Agreement, as adjusted pursuant to the terms of this Agreement, (and all other items that are treated as additional consideration for Tax purposes) among Sellers the assets of the acquired Companies (“Purchaser’s Allocation”). Purchaser’s Allocation shall be prepared in a manner consistent with Section 1060 of the Code (and, for to the extent applicable, Section 338 of the Code) and the Treasury Regulations thereunder. If Parent disagrees with Purchaser’s Allocation, Parent may, within thirty (30) days of Parent’s receipt of Purchaser’s Allocation, deliver to Xxxx a notice in writing (“Parent’s Allocation Notice”), noting with specificity any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16allocations with which Parent disagrees. If Parent’s Allocation Notice is delivered, Purchaser and Parent shall also prepare and deliver negotiate in good faith for a period of fifteen (15) days to resolve any disagreements with respect to the applicable Seller a proposed allocation of Purchaser’s Allocation. In the Purchase Price and other consideration paid in exchange for event the Purchased Assetsparties cannot reach an agreement within such fifteen (15) day period, prepared the dispute shall be resolved by the Auditor in accordance with Section 10603.03(c) and (d), applied mutatis mutandis to the dispute arising under this Section 2.03. The allocation, as prepared by Purchaser if no Parent’s Allocation Notice has been given, as adjusted pursuant to any agreement between Purchaser and if applicableParent, Section 338, of or as determined by the Tax Code Auditor (the “Allocation”), shall be conclusive and binding on the parties. The applicable Seller shall have thirty (30) days after the delivery of parties acknowledge and agree that the Allocation shall be amended to review and consent reflect any adjustments (including those described in Section 3.03) to the Allocation aggregate consideration made pursuant to this Agreement in a manner consistent with the procedures set forth above. Xxxx, Purchaser, Seller, and Parent and their respective Affiliates shall file all Tax Returns (including any IRS Form 8594) consistent with the Allocation, and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any Tax Authority or any other Proceeding), unless otherwise required by applicable Law or unless the other parties consents thereto in writing, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Purchaser (or its Affiliates) or Seller and Purchaser or Parent (or their Affiliates) from settling any proposed deficiency or adjustment by any Governmental Tax Authority based upon or arising out of such the Allocation, and neither the applicable Purchaser (or its Affiliates) nor Seller nor Purchaser or Parent (or their Affiliates) shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Tax Authority challenging such Allocation. If Purchaser and Parent shall cooperate (and Parent shall cause Seller to cooperate) in the applicable Seller does not consent filing of any forms (including any IRS Form 8594 or IRS Form 8883, as applicable) with respect to such Allocation, the applicable Seller shall notify Purchaser in writing of including any amendments to such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith forms required pursuant to promptly resolve this Agreement with respect to any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable adjustment to the applicable Seller, and such resolution shall be final and binding on aggregate consideration made pursuant to the Parties. The fees and expenses terms of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinthis Agreement.

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price and all other relevant items among the Acquired Assets in accordance with section 1060 of the IRC and the Treasury Regulations (the “Allocation Principles”). No later than thirty (30) days after the Closing Date, Purchaser Buyer shall in good faith prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare Purchase Price (and deliver to the applicable Seller a proposed allocation all other relevant items) as of the Purchase Price and other consideration paid Closing Date among the Acquired Assets determined in exchange for a manner consistent with the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Allocation Principles (the “Purchase Price Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to for Sellers’ review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). If the applicable Seller consents Any reasonable comments provided by Sellers to the Allocation, such Seller Buyer under this Section 2.7 shall be considered by the Buyer in good faith. The Purchase Price Allocation shall be conclusive and Purchaser shall use such Allocation binding on the parties unless Sellers notify Buyer in writing that Sellers object to prepare and file one or more items reflected in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Purchase Price Allocation, and neither specify the applicable Seller nor Purchaser shall be required to litigate before any courtreasonable basis for such objection, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day perioddays after delivery to Sellers of the Purchase Price Allocation. In the case of such an objection, Sellers and thereafter, the applicable Seller Buyer shall attempt negotiate in good faith to promptly resolve any such disagreementdisputed items. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement Any resolution by Sellers and Buyer shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties once set forth in writing (any such conclusive and binding Purchase Price Allocation, the “Final Purchase Price Allocation”). The fees If Sellers and expenses Buyer are unable to resolve all disputed items within twenty (20) days after the delivery of such accounting firm Sellers’ written objection to Buyer, each of Buyer and Sellers may separately determine the allocation of the Purchase Price, and there shall be borne equally by Purchaserno Final Purchase Price Allocation. Buyer and Sellers agree (and agree to cause their respective Subsidiaries and Affiliate) to prepare, execute, and file IRS Form 8594 and all Tax Returns on a basis consistent with the Allocation Principles, and if any, the Final Purchase Price Allocation. None of the Parties will take any position inconsistent with the Final Purchase Price Allocation, if any, on any Tax Return or in any audit or Tax proceeding, unless otherwise required by a final “determination” within the one handmeaning of section 1313 of the IRC (or comparable provision of state, local or foreign Tax Law). Notwithstanding the foregoing, the Parties recognize that certain allocations may be necessary prior to the above time schedule, such as in the case of any Transfer Tax filings, and agree to reasonably cooperate in determining the applicable Sellerappropriate allocation in a timely manner. Notwithstanding any other provision of this Agreement, on the other hand. The applicable Seller terms and provisions of this Section 2.7 shall provide Purchaser, and Purchaser shall provide survive the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinClosing without limitation.

Allocation. Following Within 60 days after the ClosingClosing Date, Purchaser shall prepare American will provide Holdco copies of IRS Form 8594 and deliver to Sellers an allocation of any required exhibits thereto (the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a “Proposed Allocation”) with American’s proposed allocation of the Purchase Price and other consideration paid in exchange for hereunder (including by the Purchased Assets, assumption of the Assumed Liabilities). The Proposed Allocation shall be prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (and the “Allocation”)applicable Treasury Regulations issued thereunder. The applicable Seller shall have thirty (30) Within 15 days after the delivery receipt of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the such Proposed Allocation, Holdco will propose to American any changes to such Seller Proposed Allocation (and Purchaser shall use in the event no such Allocation changes are proposed in writing to prepare and file in a timely manner all appropriate Tax filingsAmerican within such time period, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such AllocationHoldco will be deemed to have agreed to, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationaccepted, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, Proposed Allocation). Holdco and thereafter, the applicable Seller shall attempt American will endeavor in good faith to promptly resolve any such disagreementdifferences with respect to the Proposed Allocation within 15 days after American’s receipt of Notice of objection from the Holdco. If Holdco and American are unable to reach an agreement as to the Proposed Allocation, the Parties cannot resolve a disagreement under this Section 3.3, shall refer such disagreement shall be resolved by dispute to an independent accounting firm chosen by Purchaser and reasonably mutually acceptable to both Holdco and American (the applicable Seller“Independent Accountants”), and such resolution which firm shall be make a final and binding determination as to only those matters in dispute with respect to this Section 2.5 on the Partiesa timely basis and promptly shall notify Holdco and American in writing of its resolution. The fees fees, expenses and expenses costs of such accounting firm the Independent Accountants incurred in connection with this review and report shall be borne equally by PurchaserHoldco and American. After American and Holdco have reached an agreement as to the Proposed Allocation (the “Final Allocation”), on the one handParties shall: (i) be bound by the Final Allocation for all Tax purposes, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above (ii) timely file all Tax Returns required to be furnished to any Taxing Authority filed in connection with the transactions contemplated hereinFinal Allocation (including the timely filing of IRS Form 8594 and any other Tax Returns required to be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable Laws (the “Section 1060 Forms”)), (iii) prepare and file all Section 1060 Forms and Tax Returns in a manner consistent with the Final Allocation and (iv) take no position inconsistent with the Final Allocation for all Tax purposes, including in any Section 1060 Form or other Tax Return, any audit or examination by, or any proceeding before, any Governmental Authority or otherwise. In the event that the Final Allocation is disputed by any Governmental Authority, the Party hereto receiving notice of such dispute shall promptly notify and consult with the other Parties hereto and keep such other Parties apprised of material developments concerning the resolution of such dispute.

Allocation. Following the ClosingThe Buyer shall, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have later than thirty (30) days after the delivery Closing Date, prepare and deliver to the Seller an allocation of the Allocation Purchase Price (with respect to the Assumed Liabilities and other relevant items, to the extent properly taken into account for Tax purposes) among the Purchased Assets (the “Allocation”) in accordance with Section 1060 of the Code, the Treasury Regulations thereunder and other applicable Law for the Seller’s review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). The Parties agree that 100% of the Purchase Price shall be allocated to “equipment” and treated as a category V asset on form 8594 unless otherwise required by Law. Any reasonable comments provided by the Seller to the Buyer in accordance with this Section 3.3 shall be considered by the Buyer in good faith. The Allocation shall be conclusive and binding on the Parties unless the Seller notifies the Buyer in writing that the Seller objects to one or more items reflected in the Allocation, and specify the reasonable basis for such objection, within ten (10) days after delivery to the Seller of the Allocation. In the case of such an objection, the Seller and the Buyer shall negotiate in good faith to resolve any disputed items. Any resolution by the Seller and the Buyer shall be conclusive and binding on the parties once set forth in writing (any such conclusive and binding Allocation, the “Final Allocation”). If the applicable Seller consents and the Buyer are unable to resolve all disputed items within fifteen (15) days after the delivery of the Seller’s written objection to the AllocationBuyer, the Buyer and the Seller shall jointly retain a mutually agreed independent internationally recognized accounting firm (the “Accounting Firm”) (which may in turn select an appraiser, if needed) to resolve any disputed item(s). The costs, fees and expenses of the Accounting Firm shall be borne by the Buyer. The Accounting Firm shall resolve any such Seller dispute within thirty (30) days after the retention, and Purchaser the Final Allocation shall use be adjusted to reflect any such Allocation resolution of any disputed item(s). The Parties agree to prepare (and shall cause their Affiliates to) file in a timely manner all appropriate Tax filings, Returns (including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms IRS Form 8594 and 8023, if applicable, with their respective U.S. federal income Tax Returns Return for the taxable year that includes the Closing Date date of the Closing) consistent with, and shall not take no any position in any connection with Tax Return matters that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationwith, the applicable Final Allocation unless otherwise required by a final determination within the meaning of Section 1313 of the Code or any corresponding provision of state, local or non-U.S. Law, or as the Buyer or the Seller shall notify Purchaser in writing of such disagreement within such thirty (30as applicable) day period, and thereafter, the applicable Seller shall attempt in determines is necessary to settle a dispute with a Tax authority after making a good faith effort to promptly resolve any such disagreement. If defend the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.Final

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price, Purchaser the Assumed Liabilities, and all other relevant items among the Acquired Assets in accordance with section 1060 of the IRC and the treasury regulations thereunder (the “Allocation Principles”). No later than thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and the Assumed Liabilities (and all other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, relevant items) as of the Tax Code Closing Date among the Acquired Assets determined in a manner consistent with the Allocation Principles (the “Purchase Price Allocation”)) for Sellers’ review. The applicable Seller Sellers shall have thirty an opportunity to review the proposed Purchase Price Allocation for a period of ten (3010) days Business Days after the delivery receipt of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Purchase Price Allocation. If Sellers disagree with any aspect of the applicable Seller does proposed Purchase Price Allocation, Sellers shall notify Buyer in writing prior to the end of such ten (10) Business Day period (an “Allocation Objection Notice”), setting forth Sellers’ proposed Purchase Price Allocation and specifying, in reasonable detail, any good faith dispute as to Buyer’s Purchase Price Allocation. If prior to the conclusion of such ten (10) Business Day period, Sellers notify Buyer in writing that it will not consent provide any Allocation Objection Notice or if Sellers do not deliver an Allocation Objection Notice within such ten (10) Business Day period, then the proposed Purchase Price Allocation shall be deemed final, conclusive and binding upon each of the Parties. Buyer and Sellers shall each use commercially reasonable efforts to such resolve any objection by Sellers to the proposed Purchase Price Allocation. If, within five (5) Business Days after Buyer received an Allocation Objection Notice, the Parties have not resolved all objections and agreed upon a final Purchase Price Allocation, the applicable Seller Parties shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by engage an independent accounting firm chosen by Purchaser and reasonably mutually acceptable to Buyer and Sellers (the applicable Seller“Independent Accountant”) to resolve any outstanding disputes, and such resolution shall be final final, conclusive and binding on upon each of the Parties. The fees and expenses disbursements of such accounting firm the Independent Accountant shall be borne shared equally by PurchaserSellers, on the one hand, and the applicable SellerBuyer, on the other hand. The applicable Seller Sellers and Buyer shall provide Purchasermake appropriate adjustments to the Purchase Price Allocation to reflect any adjustments to the Purchase Price. Buyer and Sellers agree (and agree to cause their respective Subsidiaries and Affiliates) to prepare, execute, and Purchaser shall provide the applicable Seller, with file IRS Form 8594 and all Tax Returns on a copy of any information described above required to be furnished to any Taxing Authority in connection basis consistent with the transactions contemplated hereinfinal Purchase Price Allocation, and none of the Parties will take any position inconsistent with the final Purchase Price Allocation on any Tax Return or in any audit or Tax proceeding, in each case unless otherwise required by a change in Law or pursuant to the good faith resolution of a Tax contest. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 2.6 shall survive the Closing without limitation.

Allocation. Following The Purchase Price plus Assumed Liabilities, in each case, to the Closingextent properly taken into account under the Code and the regulations promulgated thereunder, Purchaser shall prepare be allocated among the Acquired Assets and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by non-competition undertakings contained in this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury regulations promulgated thereunder (and any similar provision of Israeli or other state, local or foreign Law, as appropriate) as set forth on Exhibit G hereto (as may be revised in accordance with the “following sentence, the "Allocation”)") which shall be jointly prepared by Purchaser and the Seller Parties before Closing. The applicable Purchaser and the Seller shall have thirty (30) days after the delivery of Parties agree to revise the Allocation to review reflect any Purchase Price or Assumed Liabilities, in either case to the extent not previously taken into account for purposes of the Allocation. Purchaser and consent the Seller Parties agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation of all financial statements and the filing of all applicable forms in accordance with applicable Law, Tax Returns (including Forms filing Form 8594 and 8023, if applicable, with their respective United States federal income Tax Returns 24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Return for the taxable year that includes the Closing Date Date) and shall in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation in any filings, declarations or reports with any U.S. or foreign Tax Return that is inconsistent with such Allocation; providedauthority, howeverincluding for income Tax purposes, that nothing contained herein shall prevent United States federal and state income Tax and non-U.S. income Tax, unless otherwise required pursuant to a "determination" within the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out meaning of such Allocation, and neither Section 1313(a) of the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationCode. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such Not later than thirty (30) day perioddays prior to the filing of their respective Forms 8594 relating to this transaction if such filing is required by Law, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by each of Purchaser and reasonably acceptable Seller Parties shall deliver to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinits Form 8594.

Allocation. Following (a) Within one hundred twenty (120) days after the ClosingClosing Date, Purchaser Buyer shall prepare and deliver to Sellers an Seller a statement (the “Allocation Statement”) reflecting the allocation of the aggregate consideration final Purchase Price, as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation separate classes of assets of the Purchase Price and other consideration paid Company in exchange for a manner that is consistent with the Purchased Assets, prepared in accordance with allocation methodology provided by Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The applicable Within forty-five (45) days following the receipt by Seller of the Allocation Statement, Seller shall have thirty review the Allocation and submit to Buyer in writing any objections or proposed changes to the Allocation Statement (30an “Objections Notice”). Unless Seller submits an Objections Notice on or the expiration of such forty-five (45) day period, the Allocation Statement prepared and delivered to Seller pursuant to this Section 2.2(a) shall be deemed agreed upon by the Parties and shall be deemed conclusive for purposes of the Allocation. (b) If Seller timely submits an Objections Notice in accordance with Section 2.2(a), the Parties shall negotiate in good faith and use their Reasonable Efforts to resolve such dispute. In the event the Parties are unable to resolve any dispute with respect to the Allocation Statement within twenty (20) days after the delivery of the Objections Notice, neither Buyer nor Seller will be bound by the Allocation to review Statement as prepared by the Buyer, and consent each Party may independently (and in its sole discretion) (i) determine its own allocation of the Purchase Price among the separate classes of assets of the Company, and (ii) file its Tax Returns (and Tax Returns of its Affiliates) using alternative allocations of its choosing. (c) If the Parties ultimately agree on the Allocation Statement, (i) such Allocation Statement shall be amended as, and to the Allocation extent, Buyer and Seller mutually agree to reflect any adjustment to the Purchase Price (as adjusted to reflect assumed liabilities and other amounts deemed paid by Buyer for federal income Tax purposes), (ii) except to the extent required to comply with audit determinations of any Taxing Authority with jurisdiction over a Party, Buyer and Seller shall report the Contemplated Transactions for all required federal Income Tax and all other Tax purposes in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to a manner consistent with the Allocation, such and (iii) Buyer and Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall not take no any position in any Tax Return or Tax Proceeding that is inconsistent with such Allocationthe Allocation without the consent of the other Party; provided, however, that nothing contained herein shall prevent the applicable neither Buyer nor Seller and Purchaser from settling (nor any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.of

Allocation. Following Purchaser and Sellers intend that (i) Purchaser’s acquisition of all of the ClosingMembership Interests pursuant to this Agreement shall be treated for all federal (and applicable state and local) income Tax purposes by the Purchaser as a taxable acquisition of all of the assets of the Company (subject to the liabilities of the Company) in accordance with Revenue Ruling 99-6, 1999-1 C.B. 432, Situation 2 and (ii) the sale of the Membership Interests by the Sellers shall be treated by the Sellers for all federal (and applicable state and local) income Tax purposes as a taxable sale of the Membership Interests (collectively, the “Tax Treatment”). The Total Purchase Price, together with any liabilities deemed assumed by the Purchaser for federal income Tax purposes and any other relevant items required to be treated as consideration for the Membership Interests, but excluding any amounts required to be treated as compensation for U.S. federal and applicable state and local income Tax purposes (the “Tax Purchase Price”), shall be allocated among the assets of the Company in accordance with the Allocation Schedule and Sections 743, 751, 755 and 1060 of the Code and the applicable Treasury Regulations. Within sixty (60) days of the determination of the Total Purchase Price (as finally determined pursuant to Section 2.2), Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller Sellers’ Representative a proposed allocation schedule allocating the Tax Purchase Price among the assets of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Company (the “Allocation”)) for the Seller Representative’s review and comment. The applicable Seller Purchaser shall have thirty (30) days after the delivery consider in good faith any of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents Representative’s reasonable written comments with respect to the Allocation, such Seller and Purchaser . The parties shall use such Allocation to prepare and file report the transactions contemplated hereby on all Tax Returns (including IRS Form 8594) filed by any of the parties in a timely manner all appropriate consistent with the foregoing Intended Tax filings, including Treatment and the preparation and filing Allocation as finally determined. None of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and parties shall take no any position for Tax purposes (whether in any audits, Tax Return Returns, or otherwise) that is inconsistent with such Allocation; providedthe foregoing Intended Tax Treatment or the Allocation as finally determined, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment unless otherwise required by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinApplicable Law.

Allocation. Following The Purchase Price shall be allocated among the Assets as provided in this Section (the ---------- “Asset Allocation”). The Emmis Entities and Buyer shall use good faith efforts to agree upon, prior to Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price among the Purchased Assets which, if agreed upon within sixty (60) days after the date hereof, will be incorporated in a schedule to be executed by the parties prior to or at Closing. If the Emmis Entities and other consideration paid in exchange for Buyer are unable to so agree, the Emmis Entities and Buyer shall then promptly retain the Appraisal Firm to appraise the classes of the Purchased Assets. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets and to deliver a report to the Emmis Entities and Buyer as soon as reasonably practicable. Buyer and the Emmis Entities shall bear equally the fees, costs and expenses of the Appraisal Firm. The Emmis Entities shall use reasonable efforts to make available to Buyer and the Appraisal Firm copies of any appraisals prepared in connection with the Emmis Entities' acquisition of the Station. Each party shall prepare IRS Form 8594 allocating the Purchase Price in accordance with Section 10601060 of the Code and in accordance with the Asset Allocation, and if applicable, Section 338, of the Tax Code shall forward it within ninety (the “Allocation”). The applicable Seller shall have thirty (3090) days after the delivery of the Allocation to review and consent Closing Date to the Allocation in writingother party for their approval, which consent approval shall not be unreasonably withheld, conditioned or delayed. If Buyer and the applicable Seller consents to the Allocation, such Seller and Purchaser Emmis Entities shall use such Allocation to prepare and each file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns Federal income tax return for the taxable tax year that includes in which the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; providedoccurs, however, that nothing contained herein shall prevent IRS Form 8594 containing the applicable Seller and Purchaser from settling any proposed deficiency or adjustment information agreed upon by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable parties pursuant to the applicable Seller, and such resolution shall be final and binding on immediately preceding sentence. Buyer agrees to report the Parties. The fees and expenses purchase of such accounting firm shall be borne equally by Purchaser, on the one handPurchased Assets, and the applicable Seller, Emmis Entities agree to report the sale of the Assets on their respective tax returns in a manner consistent with the other handinformation agreed upon by the parties pursuant to this Section and contained in its respective IRS Form 8594. The applicable Seller shall provide Purchaser, and Purchaser Each party shall provide the applicable Seller, other party with a copy of any information described above required to be furnished to any Taxing Authority in connection its IRS Form 8594 as filed with the transactions contemplated hereinInternal Revenue Service. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.10 shall survive the Closing ------------ for the full period of any applicable statute of limitations plus sixty (60) days.

Allocation. Following The AMCI Parties, the Closing, Purchaser shall prepare Company and deliver to Sellers an allocation the FRC Parties agree that the value of the aggregate consideration Contributed Interests shall be allocated among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant the Contributed Companies and the Contributed Assets (and then to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation each of the Purchase Price assets being acquired for tax purposes) for all purposes (including Tax and other consideration paid in exchange for the Purchased Assets, prepared financial accounting purposes) in accordance with Section 1060, and if applicable, Section 338, of the Tax Code estimated allocation schedule (the “"Estimated Allocation”)") attached hereto as Schedule 9.13. The applicable Seller Company shall have prepare a final allocation schedule (the "Final Allocation") and deliver it to the AMCI Representative within the later to occur of (i) thirty (30) days after the completion of the Audited Closing Date Balance Sheet or (ii) thirty (30) days after the CPA Arbitrator's final resolution under Section 2.8(b), if applicable. The Final Allocation shall be based on the amounts allocated to each Subject Company in the Estimated Allocation and using actual dollar amounts as of the Closing Date. Upon receipt of the Final Allocation, the AMCI Representative and his independent accountants shall be permitted during the succeeding ten (10) day period to examine the Final Allocation and the work papers used or generated in connection with the preparation of such document and such other documents as the AMCI Representative may reasonably request in connection with his review. If, within ten (10) days following delivery of the Allocation to review and consent Final Allocation, the AMCI Representative shall not have given the Company notice of the AMCI Representative's objection to the Final Allocation in writing(which notice shall contain a statement of the Basis of such objection and, which consent shall not for each allocation, the amount the AMCI Representative proposes to allocate), then the Final Allocation will be unreasonably withheldfinal and binding upon the Parties, conditioned or delayedabsent manifest error. If the applicable Seller consents AMCI Representative gives notice to the Company of the AMCI Representative's objection, and the Company and the AMCI Representative are unable to resolve the issues in dispute within fifteen (15) days after delivery of such notice of objection, each of the Company's and the AMCI Representative's positions with respect to the Final Allocation will be submitted to arbitration in Abingdon, Virginia, by the CPA Arbitrator to resolve such dispute. The CPA Arbitrator shall be engaged within ten (10) days after the expiration of the fifteen (15) day period set forth in the preceding sentence. The CPA Arbitrator shall make such review and examination of the relevant facts and documents as the CPA Arbitrator deems appropriate, and shall permit each of the Company and the AMCI Representative to make a written presentation of their respective positions; provided, however, that the CPA Arbitrator shall require all facts, documents and written presentations from the Company and the AMCI Representative to be completely submitted within thirty (30) days after the CPA Arbitrator has been engaged. Within forty-five (45) days after submission of such facts, documents and written presentations, the CPA Arbitrator shall resolve all disputed items in writing and shall prepare and deliver its decision, which shall (i) be based upon a determination of the fair market value of the Contributed Interests, (ii) defer to valuations that have been prepared in accordance with generally accepted valuation techniques absent manifest error, (iii) be final and binding upon the parties without further recourse or collateral attack and (iv) as to each disputed matter, shall accept either the Company's or the AMCI Representative's position on each disputed matter in the Final Allocation in its entirety and the party whose position is not accepted by the CPA Arbitrator on a particular disputed matter shall pay all fees and costs of such CPA Arbitrator to arbitrate such disputed matter. The allocation to the Contributed Interests and the Contributed Assets is intended to comply with the requirements of Section 1060 of the Code. The Parties shall cooperate to comply with all substantive and procedural requirements of Section 1060, and after the completion and agreement by the Parties to the Final Allocation, such Seller Final Allocation shall be adjusted only if and Purchaser shall use to the extent necessary to comply with such Allocation requirements of Section 1060. The Company, the FRC Parties and the AMCI Parties agree that they will not take nor will they permit any Affiliate to prepare and file in a timely manner all appropriate take, for income Tax filingspurposes, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no any position in any Tax Return that is inconsistent with such Final Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser Company's cost for the assets may differ from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out the total amount allocated hereunder to reflect the inclusion in the total cost of such Allocationitems (for example, and neither capitalized acquisition costs) not included in the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereintotal amount so allocated.

Allocation. Following (a) At the Closing, Purchaser the Sellers shall prepare and deliver to Sellers an allocation the Purchaser a statement (the “Sellers’ Allocation Schedule”) setting forth their proposed calculation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price Price, and other consideration paid the liabilities taken into account in exchange determining the amount realized for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338Sellers for federal income tax purposes, of the Tax Code Companies and the Operating Company to be allocated among the assets of the Companies and the Operating Company and the allocation of such aggregate amount among the assets of the Companies and the Operating Company. To the extent that, within ninety (90) days after the Purchaser’s receipt of the Sellers’ Allocation Schedule, the Purchaser shall not have objected in writing to such Sellers’ Allocation Schedule, then the Sellers’ Allocation Schedule shall become the final Allocation Schedule (the “AllocationFinal Allocation Schedule”). The applicable Seller Within ninety (90) days after the Closing, the Purchaser may cause American Appraisal Associates, Inc. (or such other appraiser as shall have be reasonably acceptable to the Sellers) to prepare, in a manner consistent with Purchaser’s past practices, a proposed calculation of the aggregate amount of the Purchase Price, and the liabilities taken into account in determining the amount realized for the Sellers for federal income tax purposes, of the Companies and the Operating Company to be allocated among the assets of the Companies and the Operating Company and the allocation of such aggregate amount among the assets of the Companies and the Operating Company (the “Purchaser’s Allocation Schedule”). In the event that there is disagreement between the Sellers and Purchaser as to which allocation schedule (or which parts thereof) should be used, the Sellers and the Purchaser shall negotiate in good faith to resolve the dispute. If the Sellers and the Purchaser are unable to reach an agreement within ninety (90) days after the Sellers’ receipt of the Purchaser’s Allocation Schedule, the dispute shall be resolved and the Final Allocation Schedule shall be determined by Deloitte & Touche (“Deloitte”), which shall be jointly retained by the parties. Deloitte shall not be required to select either party’s position in the dispute and may determine a different resolution. Deloitte shall resolve the dispute within thirty (30) days after the delivery of item has been referred to it. If deemed necessary by Deloitte, Deloitte may perform, or cause to be performed, an Appraisal to determine the values to be reflected on the Final Allocation Schedule. The Final Allocation Schedule, as agreed to review by the Purchaser and consent the Sellers and/or as determined by Deloitte according to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing terms of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.32.4(a), such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on upon the Partiesparties. The Each of the Purchaser and the Sellers shall bear all fees and costs incurred by it in connection with the determination of the Final Allocation Schedule, except that the fees and expenses of such accounting firm Deloitte in acting in accordance with this Section 2.4(a) shall be borne shared equally by Purchaser, on the one hand, Purchaser and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinSellers.

Allocation. (a) Following the Closing, Purchaser the Company shall prepare and deliver or cause to Sellers an allocation of be prepared for filing by the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner Company all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year Company for all Tax periods ending on or before December 31, 2008 (the “Pre-Closing Periods”) that includes are due to be filed after the Closing Date (it being understood and agreed that the Company (and/or the Buyer), and not the Sellers, shall be responsible for the filing of all Tax Returns; and for, and for the payment of, any and all Taxes, for all Tax periods commencing after December 31, 2008). Such Tax Returns for Pre-Closing Periods shall be prepared in a manner consistent with the terms of this Agreement and the Company’s past practices, except to the extent required by applicable law. Such Tax Returns for Pre-Closing Periods (including any related workpapers or other information reasonably requested by Buyer), shall be provided to Sellers for review not later than 45 take no position days before the due date for filing such Tax Returns (including extensions). If Sellers do not provide Buyer with a written description of the items in the Tax Returns that Sellers intend to dispute within 15 days following the delivery to Sellers of such documents, Sellers shall be deemed to have accepted and agreed to such documents in the form provided. Buyer and Sellers agree to consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the matter or matters in dispute and a meeting to discuss their respective positions. In the event the parties are unable to resolve any dispute within 10 days following the delivery of written notice by Sellers of such dispute, Sellers and Buyer shall jointly request the Independent Accountants to resolve any issue in dispute at least 5 business days before the due date of such Tax Return, in order that such Tax Return may be timely filed. If the Independent Accountants are unable to make a determination with respect to any disputed issue within 5 business days before the due date (including extensions) for the filing of the Tax Return in question, then Buyer may require that is inconsistent with the Company file such AllocationTax Return on the due date (including extensions) therefor without such determination having been made and without the consent of Sellers; provided, however, that nothing contained herein such Tax Return shall prevent incorporate such changes as have at the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out time of such Allocationfiling been agreed to by the parties pursuant to this Section 8.8. Notwithstanding the filing of such Tax Return for Pre-Closing Periods, the Independent Accountants shall make a determination with respect to any disputed issue submitted to the Independent Accountants hereunder, and neither the applicable Seller nor Purchaser amount of Taxes, if any, for any Pre-Closing Periods, that are to be allocated to Sellers pursuant to this Section 8.8, shall be required to litigate before any courtdetermined utilizing the determination of the Independent Accountants. The determination of the Independent Accountants shall be binding on all parties; provided, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationhowever, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve that any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement determination shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable limited to the applicable Seller, and such resolution shall be final and binding on the Partiesof issues in dispute. The Company shall pay the fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinIndependent Accountants.

Allocation. Following the Closing(a) For all U.S. federal and state income tax purposes, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and any other amounts treated as consideration paid in exchange for the Purchased Assets, prepared U.S. federal and state income tax purposes shall be allocated in accordance with Code Section 1060, 1060 and if applicable, Section 338, of the Tax Code final and proposed Treasury Regulations promulgated thereunder (the “Asset Allocation”). The applicable ) and shall be determined in good faith by Purchaser and delivered to Seller shall have within thirty (30) calendar days of the determination of the Final Purchase Price pursuant to Section 3.5. If Seller does not give written notice to Purchaser within twenty (20) calendar days after receipt from Purchaser of Purchaser’s proposed Asset Allocation that Seller disagrees with any matters set forth therein, then the delivery of the Asset Allocation shall be deemed to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such agreed upon by Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing for purposes of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationthis Section 3.6. If the applicable Seller does not consent to give notice of any such Allocationobjection, then from that time until the applicable Seller shall notify Purchaser in writing expiration of such disagreement within such thirty (30) day periodcalendar days after Seller’s receipt of Purchaser’s proposed Asset Allocation, Purchaser and thereafter, the applicable Seller shall attempt negotiate in good faith to promptly resolve reach mutual agreement regarding any matters subject to such disagreement. If objection and if Purchaser and Seller do reach such agreement within such period, then the Parties cannot resolve a disagreement under Asset Allocation shall, for purposes of this Section 3.33.6, such disagreement shall be resolved by an independent accounting firm chosen as agreed upon by Purchaser and reasonably acceptable Seller pursuant to such agreement. If Purchaser and Seller are unable to reach an agreement during such period, the Asset Allocation shall be based on the fair market value of the Company’s assets as determined by the Independent Accountants. All costs relating to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm Independent Accountants incurred pursuant to this Section 3.6 shall be borne equally one-half (1/2) by Purchaser, on Purchaser and one-half (1/2) by Seller. The Independent Accountants shall be provided with sufficient documentary evidence to permit an accurate independent determination of the one handproper Asset Allocation, and the applicable Sellerresults of the appraisal shall be deemed conclusive in the absence of fraud, on the other hand. The applicable Seller shall provide Purchasermalfeasance, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinor gross negligence.

Allocation. Following The Deferred Payments plus Assumed Liabilities, in each case, to the Closingextent properly taken into account under the Code and the regulations promulgated thereunder, Purchaser shall prepare be allocated among the Acquired Assets and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by non-competition undertakings contained in this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury regulations promulgated thereunder (and any similar provision of Israeli or other state, local or foreign Law, as appropriate) as set forth on Exhibit G hereto (as may be revised in accordance with the “following sentence, the "Allocation”"), which shall be jointly prepared by Purchaser and the Seller Parties before Closing. The applicable Purchaser and the Seller shall have thirty (30) days after the delivery of Parties agree to revise the Allocation to review reflect any Deferred Payments or Assumed Liabilities, in either case to the extent not previously taken into account for purposes of the Allocation. Purchaser and consent the Seller Parties agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation of all financial statements and the filing of all applicable forms in accordance with applicable Law, Tax Returns (including Forms filing Form 8594 and 8023, if applicable, with their respective United States federal income Tax Returns 24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Return for the taxable year that includes the Closing Date Date) and shall in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation in any filings, declarations or reports with any U.S. or foreign Tax Return that is inconsistent with such Allocation; providedauthority, howeverincluding for income Tax purposes, that nothing contained herein shall prevent United States federal and state income Tax and non-U.S. income Tax, unless otherwise required pursuant to a "determination" within the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out meaning of such Allocation, and neither Section 1313(a) of the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationCode. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such Not later than thirty (30) day perioddays prior to the filing of their respective Forms 8594 relating to this transaction if such filing is required by Law, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by each of Purchaser and reasonably acceptable Seller Parties shall deliver to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinits Form 8594.

Allocation. Following Within one hundred twenty (120) days after the ClosingClosing Date, Purchaser shall prepare and deliver provide to Sellers an a draft allocation of the aggregate Total Unadjusted Consideration and any other items properly treated as consideration for U.S. federal income and applicable foreign Tax Law purposes among Sellers and, the assets treated as acquired for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction U.S. federal income Tax purposes pursuant to Section 6.16this Agreement, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder and applicable foreign Law and, to the extent allowed by applicable Laws, in a manner proportionally consistent with the Allocated Values (the “Draft Allocation”)) for Seller’s review. The applicable Seller shall Sellers have thirty (30) days after the delivery receipt of the Draft Allocation to review propose any changes to Purchaser’s draft. Purchaser and consent Sellers shall reasonably cooperate to promptly resolve any disputes with respect to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedDraft Allocation. If the applicable Seller consents parties are unable to resolve any disputed item in the allocation within twenty (20) days after Purchaser’s receipt of Sellers’ proposed changes, the parties shall submit any such remaining disputed items to the AllocationAccounting Firm who shall act as an arbitrator to determine only those items in dispute. Within thirty (30) days following submission to the Accounting Firm, such Seller and Purchaser shall use such Allocation to the Accounting Firm will prepare and file deliver a written determination to the parties with respect to the allocation (such determination to include a work sheet setting forth all material calculations used in a timely manner all appropriate Tax filingsarriving at such determination and to be based solely on information provided to the Accounting Firm by the parties). The allocation agreed to by the parties or determined by the Accounting Firm shall become the final allocation (the “Allocation”) and, including in the preparation and filing of all applicable forms event there is an adjustment to the Total Unadjusted Consideration after the Allocation has been determined, the Allocation shall be revised in accordance with applicable Lawthe methodology set forth in this Section 9.11 to reflect such adjustments (the “Revised Allocation”). The Allocation or Revised Allocation shall be final, binding and conclusive on the parties as to such disputed items. Sellers and Purchaser agree to file all information reports and Tax Returns (including Forms IRS Form 8594 and 8023, if applicable, with their respective any amended Tax Returns or claims for refund) in a manner consistent with the taxable year that includes the Closing Date Allocation or Revised Allocation, and shall neither Sellers nor Purchaser will take no any position in inconsistent with such allocation on any Tax Return that is inconsistent with such Allocationor otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the Code or corresponding foreign Law; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser or Sellers from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such the Allocation or Revised Allocation, as applicable, and neither the applicable Seller Purchaser nor Purchaser Sellers shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Governmental Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation or Revised Allocation, the applicable as applicable. Each of Purchaser and each Seller shall promptly notify Purchaser the other in writing upon receipt of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated herein.Allocation or Revised Allocation, as applicable. Section 9.12

Allocation. Following the Closing, Purchaser shall prepare (a) Sellers and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement Buyer agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for shall be allocated among the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Company’s assets (the “Estimated Allocation”)) attached to this Agreement as Section 10.13 to the Disclosure Schedule. The applicable Seller shall have thirty (30) days Within 30 Business Days after the delivery determination of the Allocation to review Final True-Up, Buyer and consent to the Allocation in writing, which consent Sellers Representative shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt negotiate in good faith to promptly resolve any attempt to agree to the final allocation schedule (the “Final Allocation”), provided that such disagreementFinal Allocation shall not be materially different from the Estimated Allocation, shall be based on the amounts allocated to each asset in the Estimated Allocation and shall use actual dollar amounts as of the Closing Date. If the Parties Buyer and Sellers Representative cannot resolve agree on the Final Allocation, within 10 days after the end of such 30 Business Day period described above, Sellers Representative and Buyer shall refer the matter to the Neutral Auditor to arbitrate the dispute. The Neutral Auditor shall arbitrate the dispute regarding the Final Allocation subject to the Parties’ determination that the Final Allocation shall not be materially different from the Estimated Allocation, shall be based on the amounts allocated to each Acquired Interest in the Estimated Allocation and shall use actual dollar amounts as of the Closing Date. The Neutral Auditor’s determination as to any issue in dispute shall be concluded within 20 days of such referral by Sellers Representative and Buyer. Such determination shall be binding on Sellers and Buyer (subject to adjustments pursuant to Section 10.13(b)) and shall be enforceable in a disagreement under court of competent jurisdiction. All costs of the dispute resolution process contemplated by this Section 3.310.13 (including, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to without limitation, the applicable SellerNeutral Auditor’s fees, and such resolution shall be final and binding on the Parties. The fees and expenses but exclusive of such accounting firm attorneys’ fees) shall be borne equally by Purchaserthe Party who is the least successful in such process, which shall be determined by comparing (x) the position asserted by each Party on all disputed matters taken together to (y) the one hand, and final decision of the applicable Seller, Neutral Auditor on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinall disputed matters taken together.

Allocation. Following The Parties acknowledge that Purchaser’s acquisition of all the Closing, Membership Interests shall be treated for federal income tax purposes as the purchase by Purchaser shall prepare and deliver to Sellers an allocation of all the assets of the aggregate Company. The Parties agree that the Purchase Price shall be allocated among the assets of the Company and the Purchased Assets (including any Assumed Liabilities and any other amounts constituting consideration among Sellers andfor U.S. federal income tax purposes) in accordance with Section 1060 of the Code (the “Allocation Schedule”), for any transactions contemplated by this Agreement provided that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser the Allocation Schedule shall also prepare and deliver to the applicable Seller a proposed allocation allocate at least 95% of the Purchase Price (including any Assumed Liabilities and any other amounts constituting consideration paid in exchange for U.S. federal income tax purposes) to the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, assets of the Tax Code Company. A draft of the Allocation Schedule shall be prepared by Purchaser and delivered to Sellers within ninety (90) days following the “Allocation”)Closing Date. The applicable Seller If Sellers notify Purchaser in writing that Sellers object to one or more items reflected in the Allocation Schedule, the Parties shall have use their reasonable best efforts for a period of thirty (30) days after from the delivery date of the Allocation receipt by Purchaser of any such written notice of Sellers to review and consent resolve any disagreements with respect to the draft Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedSchedule. If the Parties are unable to resolve such disagreement within such thirty-day period, determination of the final Allocation Schedule shall be made by the Accounting Firm within sixty (60) days of receipt of written submissions from each of Sellers and Purchaser regarding its own proposed Allocation Schedule. The Accounting Firm will make a final, conclusive and binding determination based on the written submissions supplied by the parties and pursuant to applicable Seller consents Law, provided that such determination shall allocate at least 95% of the Purchase Price (including any Assumed Liabilities and any other amounts constituting consideration for U.S. federal income tax purposes) to the Allocation, such Seller assets of the Company. Each of Sellers and Purchaser shall use such Allocation be responsible for and pay one-half of any and all fees and expenses of the Accounting Firm incurred pursuant to prepare this Section 1.6. Purchaser and Sellers shall file (and, as applicable, cause their respective Affiliates to file) all Tax Returns (including IRS Form 8594, any amended returns and claims for refund) and information reports in a timely manner all appropriate Tax filingsconsistent with the Allocation Schedule. Upon any adjustment to the Purchase Price (including by reason of any indemnification payments made under Section 5.4 and ARTICLE VIII), including the preparation Allocation Schedule shall be revised in a manner consistent with the final Allocation Schedule. Neither Purchaser nor Sellers will, and filing of all applicable forms in accordance with applicable LawSellers shall cause the Related Subsidiaries not to, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in file any Tax Return or other document with, or make any statement or declaration to, any Governmental Entity that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser Allocation Schedule (as it may be updated from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required time to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent time pursuant to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to 1.6) except as otherwise required as a result of a “determination,” within the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses meaning of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinCode Section 1313(a).

Allocation. Following The Parties agree to allocate the ClosingPurchase Price (other than amounts constituting imputed interest under the Code and analogous provisions of state and local Law), Purchaser including the Earn Out (and all other capitalizable costs), the Assumed Liabilities that are liabilities for Tax purposes and any other items constituting consideration for tax purposes, among the Acquired Assets for all purposes (including financial accounting and Tax purposes) in accordance with Section 1060 of the Code and Treasury regulations issued thereunder and the allocation schedule attached to this Agreement as Exhibit A (the “Purchase Price Allocation”). Buyer shall prepare and deliver the Purchase Price Allocation to Sellers an allocation of Seller within forty-five (45) days after the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction Net Adjustment Amount is determined pursuant to Section 6.162.6. Seller and Buyer shall prepare (and shall cause their Affiliates to prepare) their Tax Returns, Purchaser shall also prepare and deliver to including IRS Form 8594, consistent with the applicable Seller a proposed allocation Purchase Price Allocation. Upon receipt of the Purchase Price and other consideration paid in exchange for the Purchased AssetsAllocation, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have ten (10) days to review and notify Buyer of its good faith objections, if any. If Seller does not provide comments to Buyer within ten (10) days, the Purchase Price Allocation as drafted by Bxxxx shall be final and finding on the Parties. If any objections raised by Seller are not resolved within the thirty (30) day period following the receipt by Buyer of notice of such objection, then Buyer and Seller shall submit the objections that remain unresolved to the Independent Accountant. The Independent Account shall resolve the unresolved objections pursuant to the dispute resolution mechanism in set forth in Section 2.6(d) (based solely on the presentations by Buyer and by Seller and consistent with this Section 2.8) and shall deliver to Buyer and Seller, as promptly as reasonably practicable and in any event within thirty (30) days after the delivery its appointment, a written report setting forth its resolution of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms disputed matters determined in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such terms herein. The Purchase Price Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable after giving effect to the applicable Sellerresolution of dispute matters by the Independent Accountant, and such resolution shall be final and binding on the Partiesbinding. The fees and expenses of such accounting firm Purchase Price Allocation shall be borne equally by Purchaser, on adjusted in accordance with the one handprocedure set forth in this Section 2.8 to account for any adjustment to the Purchase Price pursuant to this Agreement, and the applicable Seller, on the other hand. The applicable Buyer and Seller shall provide Purchaser, and Purchaser shall provide file supplemental IRS Forms 8594 consistent with such adjustment. In any Proceeding related to the applicable Seller, with a copy determination of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinTax, neither Buyer nor Seller shall contend or represent that such allocation is not a correct allocation.

Allocation. Following the Closing, Purchaser Parent shall prepare and deliver to Sellers an allocation of the aggregate consideration Final Merger Consideration payable to each Holder among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation assets of the Purchase Price Company (other than the equity interests of Indigo Minerals) and other consideration paid in exchange for the Purchased Assets, prepared assets of Indigo Minerals in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury Regulations promulgated thereunder and any Allocated Value attributable to such assets and any Allocated Value attributable to such assets (the “Allocation”). Parent shall deliver such Allocation to the Unitholder Representative as soon as practicable, but no more than ninety (90) days, following the Closing. The applicable Seller Unitholder Representative shall have provide to Parent comments within thirty (30) days after receipt by the delivery Unitholder Representative of the Allocation. Unless Parent notifies the Unitholder Representative in writing within thirty (30) days of receipt of Unitholder Representative’s comments on the Allocation of any objections to the Unitholder Representative’s comments and the basis thereof, the Allocation, as revised to incorporate all comments provided by the Unitholder Representative, shall be final, conclusive and binding on the Parties (including, for the avoidance of doubt, following the Closing, the Unitholder Representative on behalf of the Holders). If a written notice of objection is timely delivered by Parent to the Unitholder Representative, the Unitholder Representative and Parent shall negotiate in good faith for a period of twenty (20) days to resolve such dispute (the “Allocation Dispute Resolution Period”). If, during the Allocation Dispute Resolution Period, Parent and the Unitholder Representative resolve their differences in writing with respect to any disputed amount, such resolution shall be deemed final, conclusive and binding with respect to such amount for the purpose of determining that component of the Allocation. In the event that Parent and the Unitholder Representative do not resolve all of the items disputed in the Allocation prior to the end of the Allocation Dispute Resolution Period, all such unresolved items shall be determined by the Independent Accounting Firm. The Independent Accounting Firm shall provide its written determination of such unresolved items within fifteen (15) Business Days to review Parent and consent the Unitholder Representative, which determination shall be final, conclusive and binding upon the Parties (including, for the avoidance of doubt, following the Closing, the Unitholder Representative on behalf of the Holders). The fees and expenses of the Independent Accounting Firm pursuant to this Section 11.2 shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Unitholder Representative. If the aggregate Final Merger Consideration payable to Holders is adjusted pursuant to this Agreement, the Allocation shall be adjusted in a manner consistent with the procedures set forth above. Holders and Parent agree to (i) be bound by the Allocation, (ii) act in accordance with the Allocation in writingthe preparation of all financial statements and the filing of all Tax Returns and in the course of any Tax examination, audit, litigation or similar proceeding related thereto and (iii) take no position and cause their Affiliates to take no position inconsistent with the Allocation for any Tax purposes, unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code or with the other Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned delayed or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinconditioned).

Allocation. Following the Closing, Purchaser shall prepare (a) Sellers and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement Buyer agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price plus the Assumed Liabilities shall be allocated among the Acquired Companies and other consideration paid in exchange the Acquired Assets and then to each of the assets being acquired for the Purchased Assets, prepared tax purposes in accordance with Section 1060, and if applicable, Section 338, of the Tax Code estimated allocation schedule (the “Estimated Allocation”)) attached to this Agreement as Section 10.13 to the Disclosure Schedule. The applicable Seller shall have thirty (30) days Within 30 Business Days after the delivery determination of the Allocation to review Final True-Up, Buyer and consent to the Allocation in writing, which consent Sellers Representative shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt negotiate in good faith to promptly resolve any attempt to agree to the final allocation schedule (the “Final Allocation”), provided that such disagreementFinal Allocation shall not be materially different from the Estimated Allocation, shall be based on the amounts allocated to each Acquired Interest in the Estimated Allocation and shall use actual dollar amounts as of the Closing Date. If the Parties Buyer and Sellers Representative cannot resolve agree on the Final Allocation, within 10 days after the end of such 30 Business Day period described above, Sellers Representative and Buyer shall refer the matter to the Neutral Auditor to arbitrate the dispute. The Neutral Auditor shall arbitrate the dispute regarding the Final Allocation subject to the Parties’ determination that the Final Allocation shall not be materially different from the Estimated Allocation, shall be based on the amounts allocated to each Acquired Interest in the Estimated Allocation and shall use actual dollar amounts as of the Closing Date. The Neutral Auditor’s determination as to any issue in dispute shall be concluded within 20 days of such referral by Sellers Representative and Buyer. Such determination shall be binding on Sellers and Buyer (subject to adjustments pursuant to Section 10.13(b)) and shall be enforceable in a disagreement under court of competent jurisdiction. All costs of the dispute resolution process contemplated by this Section 3.310.13 (including, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to without limitation, the applicable SellerNeutral Auditor’s fees, and such resolution shall be final and binding on the Parties. The fees and expenses but exclusive of such accounting firm attorneys’ fees) shall be borne equally by Purchaserthe Party who is the least successful in such process, which shall be determined by comparing (x) the position asserted by each Party on all disputed matters taken together to (y) the one hand, and final decision of the applicable Seller, Neutral Auditor on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinall disputed matters taken together.

Allocation. Following As soon as practicable, but no later than thirty days after the ClosingClosing Date, Purchaser Buyer and Seller shall jointly prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Estimated Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, liabilities of the Tax Code Company existing immediately prior to the Closing among the assets of the Company, based on the fair market value of such assets immediately prior to the Closing, including any allocation to any covenants entered into in connection with this Agreement (the “Allocation”). The applicable Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and any analogous provisions of state, local or foreign Law. Promptly after obtaining the Closing Statement pursuant to Section 2.4, Buyer and Seller shall have thirty (30) days after the delivery of update the Allocation to review and consent reflect any adjustments in a manner consistent with past preparation of the Allocation. If any further adjustment is subsequently made to the Purchase Price or other relevant items Buyer and Seller will cooperate with each other to promptly amend the Allocation to reflect such adjustment. The Allocation (as so adjusted) shall be binding on Buyer, the Company, Seller and each of their respective Affiliates for all purposes, including for Tax and financial accounting purposes. Buyer, the Company, Seller and each of their respective Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to all respects and for all purposes consistent with the Allocation, such . Neither Buyer nor Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with nor their respective Tax Returns for the taxable year that includes the Closing Date and Affiliates shall take no any position on any Tax Return, before any Governmental Authority or in any Tax Return judicial proceeding that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If Buyer and Seller do not reach a written agreement as to the applicable Seller does not consent Allocation prior to such the forty-fifth day after the Closing Date or, with respect to any revision of the Allocation, the applicable Seller shall notify Purchaser in writing within a reasonable period of such disagreement within such thirty time (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement which shall be resolved presumed to be forty-five days), then either Buyer or Seller may by an independent accounting firm chosen by Purchaser and reasonably acceptable notice to the applicable Sellerother submit to the Accounting Arbitrator for determination of the Allocation in accordance with the procedural principles of Section 2.4(d) (including as to how the fees, and such resolution shall be final and binding on the Parties. The fees costs and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required Accounting Arbitrator are to be furnished to any Taxing Authority in connection with the transactions contemplated hereinborne) and this Section 2.5.

Allocation. Following The Parties agree that the ClosingBase Purchase Price shall be allocated among (a) the USIP I Companies in the aggregate, Purchaser shall prepare the USIP II Companies in the aggregate, the USIP III Companies in the aggregate, and deliver to Sellers an allocation the items described on Exhibit C in the aggregate, and (b) each of the aggregate consideration among Sellers andAcquired Companies individually, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared each case in accordance with Section 1060, and if applicable, Section 338, 2.6 of the Tax Code Disclosure Schedules (the “Allocation”)) and that any components of the Purchase Price other than the Base Purchase Price shall be allocated to the Acquired Company or Acquired Companies to which the applicable component relates. At least ten (10) Business Days prior to the Closing, a more specific allocation of Base Purchase Price among each of the Properties individually shall be made; provided, that such allocation shall be made in accordance with the Allocation. The Parties shall reasonably cooperate to allocate the portion of the Base Purchase Price with respect to the items described on Exhibit C among such items individually; provided, that in the event the Parties are unable to agree on an allocation with respect to such items prior to Closing, then each Party shall file all U.S. federal, state and local Tax Returns based on each Party’s own determination of the proper allocations of the Base Purchase Price among the items on Exhibit C. The Parties agree to act in accordance with the adjustments and allocations as determined pursuant to this Section 2.6 in any relevant Tax Returns or filings, and to cooperate in the preparation of any such forms and to file such forms in the manner required by applicable Seller Law. Prior to the Closing, Buyer shall have thirty (30) days after the delivery right to reallocate the Base Purchase Price allocated to the Acquired Companies with the approval of the Allocation to review and consent to the Allocation in writing, Seller Representative (which consent approval shall not be unreasonably withheld, conditioned delayed or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationconditioned); provided, however, that nothing contained herein any such reallocation shall prevent not change the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither Base Purchase Price allocated to USIP I Companies in the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocationaggregate, the applicable Seller shall notify Purchaser USIP II Companies in writing of such disagreement within such thirty (30) day periodthe aggregate, and thereafter, or the applicable Seller shall attempt USIP III Companies in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinaggregate.

Allocation. Following The Buyer and the ClosingSellers agree to allocate a portion of the Purchase Price among the non solicitation and non competition covenants set forth in Sections 6.2 and 6.3 hereof for Tax purposes in accordance with the schedule (the “Allocation Schedule”) attached hereto in Section 1.6 of the Disclosure Schedule. Such allocation shall be in accordance with the methodology required by Section 1060 of the Code. Other than with respect the non solicitation and non competition covenants set forth in Sections 6.2 and 6.3 hereof for which the first two sentences of this Section 1.6 shall apply, Purchaser the Buyer and the Sellers shall prepare and deliver use their Reasonable Best Efforts to Sellers agree, as soon as practicable after the Closing but in no event later than forty-five (45) days prior to the due date of the filing of any IRS Form 8594 with respect to the transactions contemplated by this Agreement, to an allocation of the aggregate consideration remaining Purchase Price, the Assumed Liabilities and all other capitalizable costs among the Acquired Assets in accordance with the methodology required by Section 1060 of the Code. If the Buyer and the Seller cannot reach agreement on the allocation of these amounts within forty-five (45) days prior to the due date of filing of any Form 8594, then the Buyer and the Seller shall jointly engage the Accountant. If the Accountant determines that the allocation schedule prepared by the Buyer was reasonable, such allocation schedule shall be final. If the Accountant determines that the allocation schedule prepared by the Buyer was unreasonable, the Accountant shall prepare the allocation schedule based upon its appraisal of the fair value of the Acquired Assets among which the remaining Purchase Price, Assumed Liabilities and all other capitalizable costs are to be allocated. The Buyer and the Sellers and, for any transactions contemplated by this Agreement agree to promptly provide to the Accountant such information as the Accountant may reasonably request in connection with the preparation of such schedule and shall request that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also the Accountant prepare and deliver to the applicable Seller a proposed Buyer and the Sellers such allocation schedule as promptly as practicable. The Buyer and the Sellers shall each pay 50% of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm the Accountant for its services under this Section 1.6. The resolution by the Accountant of the matters set forth in this Section 1.6 shall be borne equally by Purchaser, on conclusive and binding upon the one hand, Buyer and the applicable Seller, on the other handSellers. The applicable Buyer and the Seller agree that the procedure set forth in this Section 1.6 for resolving disputes with respect to the determination of the allocation under this Section 1.6 shall provide Purchaser, be the sole and Purchaser exclusive method for resolving any such disputes; provided that this provision shall provide not prohibit either party from instituting litigation to enforce any ruling of the applicable Seller, with a copy of any information described above required Accountant. The Buyer and the Seller agree to be furnished to any Taxing Authority file IRS Form 8594 and all Tax Returns in connection accordance with the transactions contemplated hereinfinal allocation as determined under this Section 1.6 to the extent permitted by applicable Law.

Allocation. Following Within thirty (30) Business Days after the Closingfinal resolution of the adjustments provided pursuant to Section 2.4, Purchaser the Buyer shall prepare and deliver provide to Sellers an PMG for its review a schedule which will provide for the allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation sum of the Purchase Price (as adjusted pursuant to Section 2.4) and other consideration paid in exchange for the Assumed Liabilities among the Purchased Assets, prepared which allocation schedule shall be in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and applicable Treasury Regulations thereunder or comparable provisions of state or local law (such schedule, as revised pursuant to this Section 5.3(d) for any Earnout Payments pursuant to Section 2.5 or otherwise the “AllocationAllocation Schedule”). The applicable Seller PMG Companies shall have thirty (30) 10 business days after the delivery of the Allocation to review and consent object to such Allocation Schedule. In the event of such objection, the parties shall resolve any dispute in the manner set forth in Section 2.4. In the event that any adjustment to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If Purchase Price is paid between the applicable Seller consents Parties pursuant to the Allocationterms of this Agreement including as a result of Earnout Payments pursuant to Section 2.5, such Seller the Buyer shall provide the PMG Companies revised Allocation Schedule and Purchaser the principles of this Section 5.2(d) shall use such apply to each revised Allocation to Schedule. Each of the Parties and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1313(a) of the Code), (i) prepare and file all Tax Returns, including Internal Revenue Service Form 8594, in a timely manner all appropriate Tax filings, including consistent with the preparation and filing of all applicable forms Allocation Schedule (subject to adjustment in accordance with applicable Law, including Forms 8594 this Section 5.2(d) in the event of any adjustment to the Purchase Price) and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall (ii) take no position in any Tax Return Return, audit, proceeding, Tax contest or otherwise that is inconsistent with such Allocation; provided, however, the Allocation Schedule (subject to adjustment in accordance with this Section 5.2(d) in the event of any adjustment to the Purchase Price). In the event that nothing contained herein shall prevent any of the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither allocations set forth in the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment Allocation Schedule are disputed by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such AllocationAuthority, the applicable Seller shall notify Purchaser in writing party receiving notice of such disagreement within dispute shall promptly notify and consult with the other party concerning the resolution of such thirty (30) day perioddispute, and thereafter, the applicable Seller shall attempt use reasonable best efforts to contest such dispute in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection manner consistent with the transactions contemplated hereinAllocation Schedule.

Allocation. Following Within 45 days after the Closing, Purchaser SkillSoft Inc. shall prepare and deliver to Sellers an provide Thomson Learning with a proposed allocation of the aggregate consideration sum of the Purchase Price to be allocated to the TL Assets, the non-solicitation covenant set forth in Section 6.2 and the non-competition covenant set fort in Section 6.3 (collectively, "TL Assets Amount") and the portion of the Assumed Liabilities attributable to the TL Assets among Sellers andthe TL Assets (the "Allocation"). If Thomson Learning does not provide any comments to SkillSoft Inc. in writing within 45 days following delivery by SkillSoft Inc. of the proposed Allocation, then the Allocation proposed by SkillSoft Inc. shall be deemed to be final and binding, absent manifest error. If, however, Thomson Learning submits comments to SkillSoft Inc. within such 45-day period, SkillSoft Inc. and Thomson Learning shall negotiate in good faith to resolve any differences within 30 days. If Thomson Learning and SkillSoft Inc. are unable to reach a resolution within such 30 day period, then all remaining disputed items shall be submitted for any resolution by an internationally-recognized, independent accounting firm mutually selected by Thomson Learning and SkillSoft Inc. (the "Allocation Accounting Firm"), which shall make a final determination as to the disputed items within 30 days after such submission, and such determination shall be final, binding and conclusive on Thomson Learning and SkillSoft Inc. The fees and disbursements of the Allocation Accounting Firm shall be shared equally between Thomson Learning and SkillSoft Inc. Any subsequent adjustments to the TL Assets Amount shall be reflected in the Allocation in a manner consistent with Section 1060 of the Code and the Regulations thereunder. For all Tax purposes, SkillSoft Inc. and Thomson Learning agree that the transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16shall be reported in a manner consistent with the terms of this Agreement, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to including the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing that neither of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall them will take no any position inconsistent therewith in any Tax Return that is inconsistent Return, in any refund claim, in any litigation, or otherwise. Each of Thomson Learning and SkillSoft Inc. agrees to cooperate with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocationother in preparing IRS Form 8594, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on furnish the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority such form prepared in connection with the transactions contemplated hereindraft form within a reasonable period before its filing due date.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have No later than thirty (30) days after the delivery Closing, Buyer shall prepare and deliver to the Company a proposed allocation of the Allocation to review Purchase Price, Assumed Liabilities, and consent to all other relevant items for purposes of Section 1060 of the Allocation Code and the Treasury Regulations promulgated thereunder. For purposes of the allocation, the non-compete covenant in writing, which consent Section 6.10(a) shall not be unreasonably withheld, conditioned valued separately from goodwill or delayedother intangibles. The Company shall have fifteen (15) days from the date such allocation is provided by Buyer to provide comments to Buyer on such allocation. If the applicable Seller consents Company does not respond by the end of such fifteen (15) day period or if the Company confirms agreement with such allocation prior to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including end of the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty fifteen (3015) day period, Buyer and thereafterthe Company shall jointly prepare an IRS Form 8594 consistent with Buyer’s proposed allocation. In the event the Company disagrees with the proposed allocation, Buyer and the applicable Seller shall attempt Company agree to negotiate in good faith to promptly resolve any determine the allocation hereunder within ten (10) days from the date on which the Company notified Buyer of such disagreement. If Any issues with respect to the Parties cannot resolve a disagreement allocations under this Section 3.3, 2.4(b) which have not been resolved by the Parties within such disagreement ten (10) day period shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable referred to the applicable Seller, and such resolution Independent Accounting Firm (as defined in Section 2.7(d)) whose determination shall be final and binding on upon the Parties. The fees and expenses of such accounting firm the Independent Accounting Firm shall be borne equally paid by Purchaser, on the one hand, Party whose calculation of the proposed allocation is furthest from the determination rendered by the Independent Accounting Firm. Each of Buyer and the applicable Seller, on the other hand. The applicable Seller Company shall provide Purchaser, and Purchaser shall provide timely file IRS Form 8594 in accordance with such jointly prepared IRS Form 8594 within the applicable Sellerstatutory time limits and shall file all other Tax Returns in a manner consistent with such IRS Form 8594. Neither Buyer nor the Company shall take any position for Tax purposes (whether in audits, Tax Returns, or otherwise) that is inconsistent with a copy of any information described above such final IRS Form 8594 unless otherwise required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinby applicable law.

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price and all other relevant items among the Acquired Assets in accordance with section 1060 of the IRC and the Treasury Regulations (the “Allocation Principles”). No later than forty-five (45) days after the Closing Date, Purchaser Buyer shall in good faith prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare Purchase Price (and deliver to the applicable Seller a proposed allocation all other relevant items) as of the Purchase Price and other consideration paid Closing Date among the Acquired Assets determined in exchange for a manner consistent with the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Allocation Principles (the “Purchase Price Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to for Sellers’ review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). If the applicable Seller consents Any reasonable comments provided by Sellers to the Allocation, such Seller Buyer under this Section 2.7 shall be considered by the Buyer in good faith. The Purchase Price Allocation shall be conclusive and Purchaser shall use such Allocation binding on the parties unless Sellers notify Buyer in writing that Sellers object to prepare and file one or more items reflected in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Purchase Price Allocation, and neither specify the applicable Seller nor Purchaser shall be required to litigate before any courtreasonable basis for such objection, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day perioddays after delivery to Sellers of the Purchase Price Allocation. In the case of such an objection, Sellers and thereafter, the applicable Seller Buyer shall attempt negotiate in good faith to promptly resolve any such disagreementdisputed items. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement Any resolution by Sellers and Buyer shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties once set forth in writing (any such conclusive and binding Purchase Price Allocation, the “Final Purchase Price Allocation”). The fees If Sellers and expenses Buyer are unable to resolve all disputed items within twenty (20) days after the delivery of such accounting firm Sellers’ written objection to Buyer, each of Buyer and Sellers may separately determine the allocation of the Purchase Price, and there shall be borne equally by Purchaserno Final Purchase Price Allocation. Buyer and Sellers agree (and agree to cause their respective Subsidiaries and Affiliate) to prepare, execute, and file IRS Form 8594 and all Tax Returns on a basis consistent with the Allocation Principles, and if any, the Final Purchase Price Allocation. None of the Parties will take any position inconsistent with the Final Purchase Price Allocation, if any, on any Tax Return or in any audit or Tax proceeding, unless otherwise required by a final “determination” within the one handmeaning of section 1313 of the IRC (or comparable provision of state, local or foreign Tax Law). Notwithstanding the foregoing, the Parties recognize that certain allocations may be necessary prior to the above time schedule, such as in the case of any Transfer Tax filings, and agree to reasonably cooperate in determining the applicable Sellerappropriate allocation in a timely manner. Notwithstanding any other provision of this Agreement, on the other hand. The applicable Seller terms and provisions of this Section 2.7 shall provide Purchaser, and Purchaser shall provide survive the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinClosing without limitation.

Allocation. Following Except in the Closingcase of a Special Mandatory Purchase, Purchaser shall prepare and deliver if this Note is to Sellers an allocation be redeemed in part, the Depositary, after receiving notice of redemption specifying the aggregate consideration among Sellers andprincipal amount of this Note to be so redeemed, for any transactions contemplated will determine by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared lot (or otherwise in accordance with Section 1060the procedures of the Depositary) the principal amount this Note to be redeemed from the account of each DTC Participant. After making its determination as described above, the Depositary will give notice of such determination to each DTC Participant from whose account this Notes is to be redeemed. Each such DTC Participant, upon receipt of such notice will in turn determine the principal amount of this Note to be redeemed from the accounts of the Beneficial Owners of this Note for which it serves as DTC Participant, and if applicablegive notice of such determination to the Remarketing Agent. Acceleration. If any Event of Default with respect to the Notes shall occur and be continuing, Section 338, the principal of the Tax Code Notes may be declared due and payable in the manner and with the effect provided in the Indenture. SPURS MODE Notwithstanding anything herein to the contrary, the provisions of this section shall apply to this Note when it is in a SPURS Mode and shall supersede any conflicting provisions of general applicability contained elsewhere herein, during the period from, and including, the commencement of a SPURS Rate Period to, but excluding, the next succeeding Interest Rate Adjustment Date (or, if the “Allocation”SPURS Agent does not elect to purchase this Note on the applicable SPURS Remarketing Date designated for such SPURS Mode or if after electing to so purchase this Note the SPURS Agent fails to so purchase this Note for any reason, to the SPURS Remarketing Date). During the period in which this Note is in a SPURS Mode, this Note shall bear interest and be subject to remarketing by the applicable SPURS Agent designated by the Company as described herein and identified in Annex A hereto. With respect to this Note in the SPURS Rate Period commencing on the Original Issue Date, references herein to (i) the SPURS Agent and SPURS Remarketing Date shall mean the Initial SPURS Agent and the Initial SPURS Remarketing Date and (ii) the Interest Rate Adjustment Date on which the SPURS Rate Period commences shall mean the Original Issue Date. (a) Interest to SPURS Remarketing Date. The applicable Seller shall have thirty Interest Rate Period for this Note in the SPURS Mode will be established by the Company (30as described under "INTEREST RATE" above) as a period of more than 364 days after and not exceeding the delivery of the Allocation to review and consent remaining term to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing Stated Maturity of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationthis Note; provided, however, that nothing contained herein such Interest Rate Period must end on the day prior to an Interest Payment Date for this Note. A SPURS Rate Period shall prevent consist of the applicable Seller period to and Purchaser excluding the SPURS Remarketing Date and the period from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out and including the SPURS Remarketing Date to but excluding the next succeeding Interest Rate Adjustment Date (set forth in Annex A hereto), or, if the Remarketing Agent does not purchase the Notes thereon, the Interest Rate Adjustment Date. The interest rate and, in the case of such Allocationa floating interest rate, the Spread (if any), and neither the applicable Seller nor Purchaser shall be required to litigate before any courtSpread Multiplier (if any), any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable SellerSPURS Remarketing Date for this Note if it is in the SPURS Mode will be determined not later than 11:50 a.m., and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by PurchaserNew York City time, on the one handInterest Rate Adjustment Date of this Note, which for the SPURS Mode is the first day of each Interest Rate Period for this Note. Such interest rate will be the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the applicable Seller, judgment of such SPURS Agent to produce a par bid in the secondary market for this Note on the other handdate the interest is established. The applicable Seller designated SPURS Remarketing Date shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.an Interest Payment Date within such Interest Rate Period. (b)

Allocation. Following the Closing, Purchaser The Concessionaire shall prepare and deliver to Sellers an allocation of the aggregate consideration Consideration (and all other capitalized costs) among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser the acquired assets in accordance with section 1060 of the Code and the applicable Income Tax Regulations. The Concessionaire shall also prepare and deliver such allocation to the applicable Seller a proposed Authority within 60 Days after the Closing; provided that the Memorandum of Lease attached as Schedule 10 and delivered by the Parties on the date of this Agreement, shall contain the allocation of the Purchase Price Consideration of the portion thereof relating to the lease granted under this Agreement. The Concessionaire acknowledges that (i) the leasing of the System as provided under this Agreement may result in the transfer of the tax ownership of the System from the Authority to the Concessionaire, (ii) the Authority and the Borough, as applicable, will be required to maintain the exclusion of the interest on the System Bonds from the gross income of the owners of the System Bonds for federal income tax purposes and (iii) in order to do so the Authority or the Borough, as applicable, may undertake “remedial actions” under applicable Income Tax Regulations or enter into settlement agreements with the Internal Revenue Service. In no event shall the Concessionaire bear any liability for failure of such “remedial actions” or any other consideration paid in exchange for event that would have an adverse impact on the Purchased Assetstax-exempt status of the System Bonds. The Parties agree that any allocation under said section 1060 must not restrict the Authority’s or the Borough’s ability to preserve the tax-exempt status of the interest on the System Bonds as determined by the Authority or the Borough, as applicable. The Parties agree that any allocation prepared by the Concessionaire that is prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, said section 1060 and the applicable SellerIncome Tax Regulations and does not restrict the ability of the Authority or the Borough, as applicable, to preserve the tax-exempt status of interest on the other hand. The applicable Seller System Bonds shall provide Purchaser, and Purchaser shall provide be binding upon the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinParties.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation If caused by any of the aggregate consideration among Sellers andabove stated causes, for or if caused by any transactions contemplated by this Agreement that do other unanticipated shortage not constitute an Agreed G Transaction pursuant due to Section 6.16Seller’s negligence or mismanagement of its ethylene business, Purchaser shall also prepare the quantity of Ethylene available at Seller’s (or Seller’s supplier’s) plant ordinarily producing Ethylene and deliver deliverable to the applicable agreed upon delivery location for sale hereunder should be insufficient to fulfill Seller’s Ethylene volume commitments, Seller has the right and obligation to allocate its available supply of Ethylene equitably among all term contract customers of Seller and Seller’s (and Seller’s affiliates’) own requirements during the period of such shortage. In order to achieve an equitable allocation result, Seller shall consider its customers’ supply alternatives and if the allocation is expected to cause greater hardship to Buyer due to its dependence on Seller as a proposed sole supplier, then Seller’s allocation of the Purchase Price arrangements will reflect Buyer’s and other consideration paid sole sourced customers’ greater need for Seller’s Ethylene. During any such period of allocation in exchange which Buyer is unable to satisfy its requirements, Buyer may purchase ethylene from another supplier to the extent necessary to satisfy such requirements. If a Force Majeure Event that reduces Buyer’s capability to accept ethylene occurs during the Phase Down, Buyer shall allocate its purchases of ethylene among all of its suppliers equitably. Any ethylene purchased from a third party, or which Buyer made a good faith effort to purchase from a third party, to substitute for volume not supplied by Seller in a period affected by its allocation, sales control or voluntary relief granted by Buyer from Seller’s volume obligations (collectively “Sales Control Actions”), will be added to the volume purchased from Seller in that year for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, purpose of the Tax Code (the “Allocation”)determining rebate applicability. The applicable Seller shall use reasonable commercial efforts to assist Buyer in delivering the ethylene supplied by a third party, including, but not limited to, the use of Seller’s pipelines at no cost to Buyer, provided such effort and use is at no cost to Seller. If purchase or attempt to purchase from a third party is not commercially practicable, then Seller shall use Buyer’s forecasts and recent purchasing activity to determine the disparity between the volume of ethylene sold to Buyer during the affected period and the volume that would have thirty (30) days after been sold absent the delivery Sales Control Actions. Such disparity will be deemed substitute volume for the purpose of determining the Allocation to review and consent purpose of adding volume to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If volume actually sold to determine the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinrebates.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the The Purchase Price and other consideration paid in exchange for shall be allocated among the Purchased Assets, prepared Assets as provided in accordance with this Section 1060, and if applicable, Section 338, of the Tax Code 2.10 (the “Asset Allocation”). The applicable Seller Xxxxxx Entities and Buyer shall have use good faith efforts to agree upon, prior to Closing, an allocation of the balance of the Purchase Price among the Purchased Assets which, if agreed upon within sixty (60) days after the date hereof, will be incorporated in a schedule to be executed by the parties prior to or at Closing. Buyer shall deliver its proposed Asset Allocation to the Xxxxxx Entities within thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayeddate hereof. If the applicable Seller consents Xxxxxx Entities and Buyer are unable to so agree, the Xxxxxx Entities and Buyer shall then promptly retain Bond & Xxxxxx (the “Appraisal Firm”) to appraise the classes of the Purchased Assets. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets and to deliver a report to the AllocationXxxxxx Entities and Buyer as soon as reasonably practicable. Buyer and the Xxxxxx Entities shall bear equally the fees, such Seller costs and Purchaser expenses of the Appraisal Firm. Each party shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsIRS Form 8594 allocating the Purchase Price, including as required by Section 1060 of the preparation and filing of all applicable forms Code, in accordance with applicable Lawthe Asset Allocation. Buyer and each of the Xxxxxx Entities shall file with their respective Federal income tax return for the tax year in which the Closing occurs, including Forms IRS Form 8594 containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Buyer agrees to report the purchase of the Purchased Assets, and 8023, if applicable, with the Xxxxxx Entities agree to report the sale of the Purchased Assets on their respective Tax Returns in a manner consistent with the information agreed upon by the parties pursuant to this Section 2.10 and contained in their respective IRS Forms 8594. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.10 shall survive the Closing for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy full period of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinapplicable statute of limitations plus sixty (60) days.

Allocation. Following the Closing, Purchaser shall prepare Seller and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement Buyer hereby agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for shall be allocated to the Purchased Assets, prepared Acquired Assets in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and substantially in the manner set forth on Exhibit G (the “Allocation”). The applicable Buyer shall submit a proposed Allocation to Seller which may reflect post-Closing third party valuation advice not more than thirty (30) days after the Closing, and such proposed Allocation shall be subject to consent from Seller, which consent shall not be unreasonably withheld. Seller shall have thirty (30) days after the delivery from notice of the such proposed Allocation to review object thereto. Any such objection shall be made by written notice and consent shall specify, in reasonable detail, the specific areas of Seller’s disagreement with Buyer’s proposed Allocation and the reasons therefor. Any items of Buyer’s proposed Allocation that Seller does not timely object to in accordance with the preceding sentence shall be deemed final and shall be binding upon the parties hereto. Buyer and Seller shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Allocation. Upon payment of any amounts pursuant to Article IX (which shall be treated for Tax purposes as an adjustment to the Allocation Purchase Price), Buyer and Seller shall allocate such amounts pursuant to Article IX in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to accordance with the Allocation, and the parties shall mutually prepare, file and deliver on a timely basis IRS Form 8594 consistent with such Seller Allocation. If any Tax authority challenges such allocation, the party receiving notice of such challenge shall give the other prompt written notice thereof and Purchaser the parties shall use their commercially-reasonable efforts to preserve the effectiveness of such Allocation to prepare and file Allocation. No party hereto shall take any position (whether in a timely manner all appropriate Tax filingsaudits, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return or otherwise) that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the Allocation unless required to do so by applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither Law. Any dispute related to the applicable Seller nor Purchaser Allocation shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser decided in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection accordance with the transactions contemplated hereinprocedures set forth in Section 3.3(d).

Allocation. Following The parties agree that the ClosingPurchase Price, Purchaser shall prepare as adjusted hereunder, and deliver to Sellers an allocation all other amounts constituting consideration within the meaning of Section 1060 of the aggregate consideration Code (the "Consideration"), shall be allocated among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Assets in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (the “Allocation”)Code. The applicable Seller shall have No later than thirty (30) days after the delivery determination of the Allocation Working Capital Adjustment, the Purchaser shall cause to be prepared and delivered to the Seller a schedule allocating the Consideration to the Assets (the "Purchase Price Allocation"). The Seller shall have the right to review the Purchase Price Allocation and consent any work sheets and other papers prepared in connection with the Purchase Price Allocation. The Seller will be deemed to have accepted such Purchase Price Allocation unless it provides written notice of disagreement to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedPurchaser within 15 days after the receipt of the Purchaser's Purchase Price Allocation. If the applicable Seller consents timely provides such notice, the Purchaser and the Seller shall use commercially reasonable efforts to resolve any dispute between them concerning the Purchase Price Allocation, such . If Seller and Purchaser are able to resolve such dispute (or if Seller has accepted or has been deemed to accept the Purchase Price Allocation), the Purchaser and the Seller shall use such Allocation file or cause to prepare and file in a timely manner be filed all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for (including IRS Form 8594) consistent with the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Purchase Price Allocation, and neither the applicable Purchaser nor the Seller nor Purchaser shall be required to litigate (or any of their respective Affiliates) will take a position inconsistent with the Purchase Price Allocation on any Tax Return, in any proceeding before any court, any proposed deficiency taxing authority or adjustment by any Taxing Authority challenging such Allocationotherwise. If a taxing authority disputes the applicable Seller does not consent to such Purchase Price Allocation, the applicable party receiving notice of the dispute will promptly notify the other party hereto concerning such dispute. In the event there is any Purchase Price adjustment hereunder, the Purchaser and the Seller shall notify Purchaser in writing agree to adjust such Purchase Price Allocation to reflect such Purchase Price adjustment and to file consistently any Tax Returns required as a result of such disagreement within such thirty (30) day periodPurchase Price adjustment. Notwithstanding anything herein to the contrary, and thereafterif the parties do not agree to the Purchase Price Allocation, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement neither party shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable obligated to utilize the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses Purchase Price Allocation of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide in the applicable Seller, with a copy preparation of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinTax Return.

Allocation. Following Buyers and Seller shall allocate the ClosingPurchase Price, Purchaser plus any Liabilities assumed or taken subject to and treated as consideration for federal income tax purposes and any other amounts treated as consideration for federal income tax purposes (such aggregate amount, the “Allocable Amount”), between (i) the Conveyed Equity Interests, on the one hand, and (ii) the Acquired Assets other than the Conveyed Equity Interests, on the other hand. The portion of the Allocable Amount described in clause (ii) shall then be allocated among each of the Acquired Assets (other than the Conveyed Equity Interests) (together with the allocation to the Conveyed Equity Interests described in clause (i), the “Purchase Price Allocation”). The Purchase Price Allocation shall be reasonable and, with respect to the portion of the Allocable Amount described in clause (ii), shall be prepared in accordance with the Code and the Treasury Regulations thereunder. Buyers shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have Allocation within thirty (30) days after the delivery of the final determination of the Final Purchase Price pursuant to Section 3.2, and revised copies from time to time to report any matters that need updating. All Tax Returns and reports filed by Buyers and Seller shall be prepared consistently with the Purchase Price Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023or, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser update thereto. The Purchase Price Allocation shall be required final and binding on the parties hereto, unless, within ten (10) calendar days after the date of receipt by Seller, Seller delivers to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationBuyer a written request for changes. If the applicable Seller does not consent to delivers such Allocationa request, the applicable then Buyers and Seller shall notify Purchaser undertake in writing of good faith to resolve the issues raised in such disagreement request within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreementcalendar days. If the Parties parties cannot resolve reach a disagreement under this Section 3.3resolution, such disagreement then Seller and Buyers shall cause the Accounting Firm to review and determine the correct treatment of the item or items in dispute. The cost of the Accounting Firm’s review and determination shall be resolved by an independent accounting firm chosen by Purchaser allocated fifty percent (50%) to Seller and reasonably acceptable fifty percent (50%) to Buyers. The determination of the applicable Seller, and such resolution Accounting Firm shall be final and binding on the Parties. The fees Buyers and expenses of such accounting firm Seller shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on promptly notify the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy Party in writing upon receipt of notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated hereinallocation of the Purchase Price.

Allocation. Following the Prior to Closing, Purchaser the Parties shall prepare and deliver endeavor in good faith to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller agree upon a proposed preliminary allocation of the Purchase Price and other consideration paid the Assumed Liabilities among the Acquired Assets and the Shares, for tax purposes, in exchange for compliance with Section 1060 of the Purchased Assets, prepared Code. The Parties shall endeavor in good faith to update the preliminary allocation within fifteen (15) days following the final determination of Closing Working Capital in accordance with Section 1060ARTICLE III, and if applicableto reflect such final determination. In the event that the Parties cannot reach an agreement on the allocation within fifteen (15) days following the final determination of Closing Working Capital in accordance with Article III, Section 338then, of any Party may refer the Tax Code matters in dispute to a mutually acceptable independent appraiser (the “AllocationIndependent Appraiser”)) to assist in determining the allocation described in this Section 2.8. If the allocation is submitted to the Independent Appraiser for resolution, Sellers and Buyer shall enter into a customary engagement letter with the Independent Appraiser. The applicable Seller Independent Appraiser shall have be instructed to deliver to Buyer and Sellers a written determination of the allocation within thirty (30) days after the delivery date of referral thereof to the Independent Appraiser. Each Party shall furnish to the Independent Appraiser such workpapers and other documents and information relating to such allocation as the Independent Appraiser may request and are available to that Party or its Affiliates (or its independent public accountants) and will be afforded the opportunity to present to the Independent Appraiser any material relating to the determination of the Allocation matters in dispute and to review discuss such determination with the Independent Appraiser. The Independent Appraiser may determine the issues in dispute following such procedures, consistent with the provisions of this Agreement, as it reasonably deems appropriate in the circumstances and consent with reference to the Allocation amounts in writingissue. Except as expressly provided herein, which consent the Parties do not intend to impose any particular procedures upon the Independent Appraiser, it being the desire of the Parties that any such disagreement shall be resolved as expeditiously and inexpensively as reasonably practicable. The Independent Appraiser shall act as an expert for the limited purpose of determining the allocation and may not be unreasonably withheldaward damages, conditioned interest, or delayedpenalties to any Party with respect to any matter. If Each Party shall bear its own legal fees and costs of presenting its case. Sellers shall bear one half and Buyer shall bear one half of the applicable Seller consents costs and expenses of the Independent Appraiser. The Parties agree to report and act in accordance with such final allocation in the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, income tax returns (including Forms filing Form 8594 and 8023, if applicable, with their respective Tax Returns Federal income tax return for the taxable year that includes the Closing Date date of the Closing) and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy course of any information described above tax audit, tax review or tax litigation relating thereto, except as otherwise required to be furnished to any Taxing Authority by a determination, as defined in connection with Section 1313 of the transactions contemplated hereinCode.

Allocation. Following Within 90 days following the Closingdate of this Agreement, Purchaser shall prepare provide to Seller (and deliver Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser to Sellers enable Purchaser to provide to Seller) the fair market value of (i) the Transferred Equity Interests, (ii) the Canadian Transferred Assets and (iii) the Transferred Intellectual Property, and shall allocate an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price (and any other consideration paid items required to be treated as purchase price for Tax purposes) to each of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property in exchange for the Purchased Assets, prepared in accordance with Section 1060an amount equal to such fair market value, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use attempt to mutually agree to such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationallocations; provided, however, that nothing contained herein shall prevent if Seller 76 and Purchaser are unable to agree on such allocation within 30 days following the applicable date on which Purchaser provides the allocations to Seller, Seller and Purchaser from settling shall mutually agree on an independent appraisal firm (the “Appraisal Firm”) to determine the fair market value of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property. The opinion of the Appraisal Firm shall be rendered within 150 days following the date of this Agreement and shall be conclusive and binding on the parties, which shall allocate an amount of Purchase Price (and any proposed deficiency other items required to be treated as purchase price for Tax purposes) to each of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property in an amount equal to their fair market value as determined by the Appraisal Firm (such amounts as are agreed by the parties or adjustment determined by any Governmental Authority based upon the Appraisal Firm, the “Equity Allocation,” the “Canadian Allocation,” and the “Intellectual Property Allocation” respectively). No later than 45 days prior to the Closing Date, Purchaser shall provide to Seller (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser to enable Purchaser to provide to Seller) the fair market value of the Transferred Real Property. Seller shall have 10 days to review such allocation, and if Seller and Purchaser are unable to agree on such allocation, the fair market value of the Transferred Real Property shall be determined by the Appraisal Firm prior to the Closing Date (such amounts as are agreed by the parties or arising out determined by the Appraisal Firm, the “Real Property Allocation,”). No later than 90 days prior to the due date (taking into account extensions) for the United States federal income Tax Return of such Seller for the taxable period including the Closing Date (the “Return Date”), Purchaser shall propose an allocation (the “Asset Allocation”, and together with the Equity Allocation, the “Allocations”) of the Purchase Price (and neither the applicable Seller nor Purchaser shall be any other items required to litigate before any courtbe treated as purchase price for Tax purposes), any proposed deficiency or adjustment by any Taxing Authority challenging such among the Transferred Assets and the assets of the Transferred Entity that are treated as acquired pursuant to Section 9.07, taking into account the Equity Allocation, the Canadian Allocation, the Intellectual Property Allocation and the Real Property Allocation. If the applicable Seller shall have 10 days to review such proposed allocation and if Seller does not consent to such Allocation, the applicable Seller shall notify inform Purchaser in writing of such disagreement any dispute within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement proposed allocation shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties. In the event there is a dispute and Seller and Purchaser are unable to resolve such dispute within 5 days, Seller and Purchaser shall refer such dispute to the Appraisal Firm, who shall only determine as to the matters in dispute. The conclusions of the Appraisal Firm shall be rendered no later than 10 days prior to the Return Date and shall be conclusive and binding on the parties. Seller and Purchaser shall adjust the Allocations from time to time as mutually agreed to reflect any adjustments to the Purchase Price hereunder (with any dispute to be resolved by the Appraisal Firm). All fees and expenses of such accounting firm the Appraisal Firm shall be borne shared equally by Seller and Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide PurchaserAcknowledged Canadian Obligations are not included in the Assumed Liabilities for the purposes of this Section 9.01; however, the Acknowledged Canadian Obligations are recognized and Purchaser shall provide accounted for in the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinPurchase Price.

Allocation. Following (a) Within one hundred and eighty (180) days after the Closing, the Purchaser shall prepare and deliver to Sellers an allocation the Seller a statement (the “Purchaser’s Allocation Schedule”) setting forth its proposed calculation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price Price, and other consideration paid the liabilities taken into account in exchange determining the amount realized for federal income tax purposes, of the Purchased AssetsOperating Company to be allocated among the assets of the Operating Company and the allocation of such aggregate amount among the assets of the Operating Company, prepared in accordance with the requirements of Section 1060, and if applicable, Section 338, 1060 of the Tax Code (and the “Allocation”)Treasury regulations thereunder. The applicable Seller shall have Within thirty (30) days after the delivery Seller’s receipt of the Purchaser’s Allocation Schedule, the Seller shall propose any changes to review and consent to the such Purchaser’s Allocation in writingSchedule or shall indicate its concurrence therewith, which consent concurrence shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents shall not have objected in writing to such Purchaser’s Allocation Schedule within the Allocationthirty (30)-day period, such then the Purchaser’s Allocation Schedule shall become the final Allocation Schedule (the “Final Allocation Schedule”). If Seller and shall propose any changes to Purchaser’s Allocation Schedule within the thirty (30)-day period, Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thereafter have thirty (30) day perioddays to review such changes and indicate concurrence therewith, and thereafter, which concurrence will not be unreasonably withheld. Any issues with respect to the allocation which have not been fully resolved within the applicable period shall be negotiated by Purchaser and Seller shall attempt in good faith to promptly resolve any such disagreementfaith. If the Parties cannot resolve a disagreement under this Section 3.3Purchaser and the Seller are unable to reach an agreement within thirty (30) days after the Purchaser’s receipt of the Seller’s written objection, such disagreement the dispute shall be resolved and the Final Allocation Schedule shall be determined by an independent accounting firm chosen the Independent Accountant. The Independent Accountant shall resolve the dispute within thirty (30) days after the item has been referred to it. The Final Allocation Schedule, as agreed to by the Purchaser and reasonably acceptable the Seller and/or as determined by the Independent Accountant according to the applicable Sellerterms of this Section 2.4(a), and such resolution shall be final and binding on upon the Partiesparties. The Each of the Purchaser and the Seller shall bear all fees and costs incurred by it in connection with the determination of the Final Allocation Schedule, except that the fees and expenses of such accounting firm the Independent Accountant in acting in accordance with this Section 2.4(a) shall be borne shared equally by Purchaser, on the one hand, Purchaser and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the The Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared shall be allocated in accordance with Section 1060, the Code and if applicable, Section 338, the rules and regulations of the Tax Code Internal Revenue Service (the “AllocationIRS”). The applicable Such allocation shall be as set forth on a schedule to be delivered by Buyers within forty-five (45) days following the Closing and to which Seller shall have fifteen (15) days to reasonably object by written notice to Guarantor. If the Seller so objects, the Guarantor and the Seller agree to negotiate in good faith to agree upon such allocation within an additional thirty (30) days after days. If they are unable to do so within such period, they shall submit the delivery of Purchase Price allocation (or disputed portion thereof) to a mutually acceptable accounting firm not affiliated with either Buyers or Seller (the Allocation to review and consent “Arbitrator”), whose decision with respect to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution Purchase Price allocation shall be final and binding on binding. The Arbitrator shall render its decision with respect to such matters within twenty (20) days after such matters are submitted to the PartiesArbitrator and shall deliver the Purchase Price allocation to Buyers and Seller at such time. Seller and Buyers shall each provide promptly all information and documents within their respective possession that the Arbitrator, in its sole discretion, deems necessary in order to make its decision with respect to the Purchase Price allocation. The fees and expenses of such accounting firm the Arbitrator shall be borne equally by PurchaserSeller and Buyers. Buyers shall prepare and deliver IRS Form 8594 to Seller within fifteen (15) days after the Arbitrator renders its decision to be filed with the IRS. After the IRS Form 8594 is filed, on the one handparties shall make consistent use of the allocation, fair market value and useful lives specified in such schedule for all Tax purposes and in all filings, declarations and reports with the applicable SellerIRS in respect thereof, on including the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above reports required to be furnished filed under Section 1060 of the Code. In any Proceeding related to the determination of any Taxing Authority in connection with the transactions contemplated hereinTax, neither Buyers nor Seller or stockholders shall contend or represent that such allocation is not a correct allocation.

Allocation. Following The Parties agree that the ClosingPurchase Price, Purchaser the Assumed Liabilities and any other relevant items shall be allocated, for purposes of Section 1060 of the Code, among the Acquired Assets and the non-competition agreements set forth in Section 4.3(a) in accordance with the principles set forth on Schedule 1.5. As soon as reasonably practicable (and in any event not later than ninety (90) days) after the Closing Date, Buyer shall prepare and deliver to Sellers Seller an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of schedule allocating the Purchase Price and any other consideration paid relevant items among the Acquired Assets and the non-competition agreements set forth in exchange for Section 4.3(a) pursuant to Section 1060 of the Purchased Assets, Code and the regulations thereunder and comparable provisions of state and local law (the “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060all relevant provisions of the Code and the Treasury regulations thereunder, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationSchedule 1.5. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution The Allocation Schedule shall be final and binding on the Parties unless, within thirty (30) days after delivery thereof to Seller, Seller delivers a written notice to Buyer of its objections to the Allocation Schedule. If Seller notifies Buyer in writing within such 30 day period that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute regarding the preparation of the Allocation Schedule within thirty (30) days following Seller’s delivery of notice of such dispute. If the Parties are unable to resolve such dispute within 30 days, the items in disagreement shall be submitted to PricewaterhouseCoopers LLP (or such other firm of independent accountants of national standing to which the Parties agree) for resolution, and, in the absence of fraud or manifest error, such independent accountants’ determination will be conclusive and binding upon the Parties. The fees and expenses of such accounting firm Allocation Schedule as finally determined pursuant to this Section 1.5 shall be borne equally by Purchaser, final and binding on the one handParties for Tax purposes, the Parties shall file all Tax Returns and reports (including Form 8594, Asset Acquisition Statement) in a manner consistent with such Allocation Schedule, and the applicable Seller, on the other hand. The applicable Seller no Party shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of take any information described above required to be furnished to any Taxing Authority in connection position that is inconsistent with the transactions contemplated hereinAllocation Schedule in any audit, examination or other proceeding relating to Taxes, except to the extent otherwise required by Law.

Allocation. Following the Closing, Purchaser (a) Seller shall prepare and deliver or cause to Sellers an allocation of be prepared for filing by the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner Company all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes Company for all Tax periods ending on or before the Closing Date and shall take no position in any (the “Pre-Closing Periods”) that are due after the Closing Date, including the final S-Corporation Tax Return for the Company. Such Tax Returns shall be prepared in a manner consistent with the terms of this Agreement and the Company’s prudent past practices, except to the extent required by applicable law. Such Tax Returns (including any related workpapers or other information reasonably requested by Buyer), together with a statement setting forth the amount of Tax allocated to Seller pursuant to this Section 10.4 (the “Tax Statement”) with respect to such Tax Return, shall be provided to Buyer for its review not later than 45 days before the due date for filing such Tax Returns (including extensions). If Buyer does not provide Seller with a written description of the items in the Tax Returns or the Tax Statement that is inconsistent Buyer intends to dispute within 15 days following the delivery to Buyer of such documents, Buyer shall be deemed to have accepted and agreed to such documents in the form provided. Buyer and Seller agree to consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such AllocationTax Returns or the Tax Statement to permit the filing of such Tax Returns as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the matter or matters in dispute and a meeting to discuss their respective positions. In the event the parties are unable to resolve any dispute within ten days following the delivery of written notice by Buyer of such dispute, Seller and Buyer shall jointly request the Independent Accountants to resolve any issue in dispute at least five business days before the due date of such Tax Return, in order that such Tax Return may be timely filed. If the Independent Accountants are unable to make a determination with respect to any disputed issue within five business days before the due date (including extensions) for the filing of the Tax Return in question, then Seller may require that the Company file such Tax Return on the due date (including extensions) therefor without such determination having been made and without the consent of Buyer; provided, however, that nothing contained herein such Tax Return shall prevent incorporate such changes as have at the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out time of such Allocation, and neither filing been agreed to by the applicable Seller nor Purchaser shall be required parties pursuant to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging this Section 10.4. Notwithstanding the filing of such Allocation. If the applicable Seller does not consent to such AllocationTax Return, the applicable Seller Independent Accountants shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith make a determination with respect to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable disputed issue submitted to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one handIndependent Accountants hereunder, and the applicable Seller, on amount of Taxes that are allocated to Seller pursuant to this Section 10.4 shall be determined utilizing the other handdetermination of the Independent Accountants. The applicable Seller determination of the Independent Accountants shall provide Purchaser, and Purchaser be binding on all parties; provided that any such determination shall provide be limited to the applicable Seller, with a copy resolution of any information described above required to be furnished to any Taxing Authority issues in connection with the transactions contemplated hereindispute.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an The allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the LeComp Purchase Price and Assumed Liabilities (and any other consideration paid in exchange amounts properly treated as additional purchase price for Tax purposes) among the Purchased Assets, prepared in accordance with Section 1060, tangible and if applicable, Section 338, intangible assets of LeComp and the Tax Code Noncompete Agreement is attached hereto as Exhibit C (the “Purchase Price Allocation”). The applicable Seller Purchase Price Allocation shall have thirty (30) days after be binding on Parent and LeComp. Parent shall timely prepare IRS Form 8594 based on the delivery Purchase Price Allocation and deliver a copy of the Allocation such form to review and consent to the Allocation in writingLeComp for LeComp’s approval, which consent shall not be unreasonably withheld, conditioned or delayed. If Parent and LeComp agree to timely file the applicable Seller consents agreed upon form with each relevant Taxing Authority and to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in refrain from taking any position on a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is or otherwise inconsistent with such form and the Purchase Price Allocation; provided, however, that (i) nothing contained herein in this Section 1(f) shall prevent the applicable Seller and Purchaser Parent from settling any proposed deficiency or adjustment by any Governmental Authority governmental authority with respect to any Parent Tax Return based upon or arising out of such the Purchase Price Allocation, and neither the applicable Seller nor Purchaser Parent shall not be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority governmental authority with respect to any Parent Tax Return challenging such Allocation. If the applicable Seller does not consent to such Purchase Price Allocation, and (ii) nothing contained in this Section 1(f) shall prevent Cotsen from settling any proposed deficiency or adjustment by any governmental authority with respect to any LeComp Tax Return based upon or arising out of the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day periodPurchase Price Allocation, and thereafter, the applicable Seller Cotsen shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished litigate before any court, any proposed deficiency or adjustment by any governmental authority with respect to any Taxing Authority in connection with the transactions contemplated hereinLeComp Tax Return challenging such Purchase Price Allocation.

Allocation. Following Within sixty (60) days after the Closingdate hereof, Purchaser Buyer shall prepare and deliver to Sellers Seller an allocation of schedule (the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to “Asset Allocation Schedule”) allocating the applicable Seller a proposed allocation portion of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, Assumed Liabilities attributable to the purchase of Acquired Assets by Buyer among the Acquired Assets as of the Tax Code Closing Date. Seller shall have ten (10) days after receipt of the Asset Allocation Schedule to provide the Buyer with written notice of Seller’s objection to such allocations. If Seller does not provide written notice of its objection to the Asset Allocation Schedule within such ten (10) day period, the Asset Allocation Schedule shall become final (together, the “Final Purchase Price Allocation”). The applicable If Seller provides written notice of its objection to the Asset Allocation Schedule within such ten (10) day period, Buyer and Seller shall have negotiate in good faith to agree upon a revised allocation, and any such agreed upon allocation shall become the Final Purchase Price Allocation. If Buyer and Seller cannot agree upon a revised allocation within twenty (20) days following Seller’s written notice of its objection to the Asset Allocation Schedule, then the matters in dispute shall be submitted to the Neutral Accountant, and the Neutral Accountant’s decision on such disputed matters, together with any agreed upon matters, shall constitute the Final Purchase Price Allocation. Buyer and Seller shall use their commercially reasonable efforts to cause the Neutral Accountant to make its determination as promptly as possible and in any event within thirty (30) days after the delivery Neutral Accountant has been retained, including, without limitation, by promptly complying with all reasonable requests for information, books, records and similar items (except to the extent privileged). The cost and expense of the Neutral Accountant for purposes of the foregoing dispute resolution shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. The Final Purchase Price Allocation to review shall be binding on Buyer and consent Seller. In the event that any subsequent adjustment to the Allocation in writingPurchase Price occurs as a result of (i) any indemnity payments made pursuant to this Agreement, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents (ii) any adjustment to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsamount of Assumed Liabilities or (iii) for any other reason, including the preparation Net Working Capital adjustment, Buyer shall adjust the allocations under this Section 1.2(c) in such manner as it shall consider appropriate in its reasonable discretion and filing of all applicable forms if Seller objects to such allocation, the Parties shall utilize the dispute mechanism set forth in this provision, as applicable. The Final Purchase Price Allocation (and any adjustments thereto) shall be prepared in accordance with applicable Lawthe rules under Section 1060 of the Internal Revenue Code of 1986, including Forms 8594 as amended (the “Code”). The Parties recognize that the Purchase Price and 8023, if applicable, Assumed Liabilities do not include Buyer’s acquisition expenses and that Buyer will allocate such expenses appropriately. The Parties agree to act in accordance with their respective the computations and allocations contained in the Final Purchase Price Allocation in any relevant Tax Returns for the taxable year that includes the Closing Date and shall take no position in or filings (including any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency forms or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above reports required to be furnished filed pursuant to Section 1060 of the Code or any Taxing Authority provisions of local, state and foreign law (“1060 Forms”)), and to cooperate in connection with the transactions contemplated hereinpreparation of any 1060 Forms and to file such 1060 Forms in the manner required by applicable law.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement The parties agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and all other amounts constituting consideration paid in exchange for within the Purchased Assetsmeaning of Section 1060 of the Code (the "Consideration"), prepared shall be allocated among the Assets in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (the “Allocation”)Code. The applicable Seller shall have No later than thirty (30) days after the delivery Closing, the Purchaser shall cause to be prepared and delivered to the Sellers a schedule allocating the Consideration to the Assets (the "Purchase Price Allocation"). The Sellers shall have the right to review the Purchase Price Allocation and any work sheets and other papers prepared in connection with the Purchase Price Allocation. The Sellers will be deemed to have accepted such Purchase Price Allocation unless they provide written notice of disagreement to the Purchaser within 15 days after the receipt of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedPurchaser's Purchase Price Allocation. If the applicable Seller consents Sellers timely provide such notice, the Purchaser and the Sellers shall use commercially reasonable efforts to resolve any dispute between them concerning the Purchase Price Allocation, such Seller . If Sellers and Purchaser are able to resolve such dispute (or if Sellers have accepted or have been deemed to accept the Purchase Price Allocation), the Purchaser and the Sellers shall use such Allocation file or cause to prepare and file in a timely manner be filed all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for (including IRS Form 8594) consistent with the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Purchase Price Allocation, and neither the applicable Seller Purchaser nor Purchaser shall be required to litigate the Sellers (or any of their respective Affiliates) will take a position inconsistent with the Purchase Price Allocation on any Tax Return, in any proceeding before any court, any proposed deficiency taxing authority or adjustment by any Taxing Authority challenging such Allocationotherwise. If a taxing authority disputes the applicable Seller does not consent to such Purchase Price Allocation, the applicable Seller shall party receiving notice of the dispute will promptly notify Purchaser in writing of the other parties hereto concerning such disagreement within such thirty (30) day perioddispute. Notwithstanding anything herein to the contrary, and thereafterif the parties do not agree to the Purchase Price Allocation, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement neither party shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable obligated to utilize the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses Purchase Price Allocation of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide in the applicable Seller, with a copy preparation of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinTax Return.

Allocation. Following Within 90 days following the Closingdate of this Agreement, Purchaser shall prepare provide to Seller (and deliver Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser to Sellers enable Purchaser to provide to Seller) the fair market value of (i) the Transferred Equity Interests, (ii) the Canadian Transferred Assets and (iii) the Transferred Intellectual Property, and shall allocate an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation amount of the Purchase Price (and any other consideration paid items required to be treated as purchase price for Tax purposes) to each of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property in exchange for the Purchased Assets, prepared in accordance with Section 1060an amount equal to such fair market value, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use attempt to mutually agree to such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationallocations; provided, however, that nothing contained herein shall prevent the applicable if Seller and Purchaser from settling are unable to agree on such allocation within 30 days following the date on which Purchaser provides the allocations to Seller, Seller and Purchaser shall mutually agree on an independent appraisal firm (the “Appraisal Firm”) to determine the fair market value of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property. The opinion of the Appraisal Firm shall be rendered within 150 days following the date of this Agreement and shall be conclusive and binding on the parties, which shall allocate an amount of Purchase Price (and any proposed deficiency other items required to be treated as purchase price for Tax purposes) to each of the Transferred Equity Interests, the Canadian Transferred Assets and the Transferred Intellectual Property in an amount equal to their fair market value as determined by the Appraisal Firm (such amounts as are agreed by the parties or adjustment determined by any Governmental Authority based upon the Appraisal Firm, the “Equity Allocation,” the “Canadian Allocation,” and the “Intellectual Property Allocation” respectively). No later than 45 days prior to the Closing Date, Purchaser shall provide to Seller (and Seller shall cooperate with Purchaser and provide such information as is reasonably requested by Purchaser to enable Purchaser to provide to Seller) the fair market value of the Transferred Real Property. Seller shall have 10 days to review such allocation, and if Seller and Purchaser are unable to agree on such allocation, the fair market value of the Transferred Real Property shall be determined by the Appraisal Firm prior to the Closing Date (such amounts as are agreed by the parties or arising out determined by the Appraisal Firm, the “Real Property Allocation,”). No later than 90 days prior to the due date (taking into account extensions) for the United States federal income Tax Return of such Seller for the taxable period including the Closing Date (the “Return Date”), Purchaser shall propose an allocation (the “Asset Allocation”, and together with the Equity Allocation, the “Allocations”) of the Purchase Price (and neither the applicable Seller nor Purchaser shall be any other items required to litigate before any courtbe treated as purchase price for Tax purposes), any proposed deficiency or adjustment by any Taxing Authority challenging such among the Transferred Assets and the assets of the Transferred Entity that are treated as acquired pursuant to Section 9.07, taking into account the Equity Allocation, the Canadian Allocation, the Intellectual Property Allocation and the Real Property Allocation. If the applicable Seller shall have 10 days to review such proposed allocation and if Seller does not consent to such Allocation, the applicable Seller shall notify inform Purchaser in writing of such disagreement any dispute within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement proposed allocation shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final conclusive and binding on the Partiesparties. In the event there is a dispute and Seller and Purchaser are unable to resolve such dispute within 5 days, Seller and Purchaser shall refer such dispute to the Appraisal Firm, who shall only determine as to the matters in dispute. The conclusions of the Appraisal Firm shall be rendered no later than 10 days prior to the Return Date and shall be conclusive and binding on the parties. Seller and Purchaser shall adjust the Allocations from time to time as mutually agreed to reflect any adjustments to the Purchase Price hereunder (with any dispute to be resolved by the Appraisal Firm). All fees and expenses of such accounting firm the Appraisal Firm shall be borne shared equally by Seller and Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide PurchaserAcknowledged Canadian Obligations are not included in the Assumed Liabilities for the purposes of this Section 9.01; however, the Acknowledged Canadian Obligations are recognized and Purchaser shall provide accounted for in the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinPurchase Price.

Allocation. Following Except in the Closingcase of a Special Mandatory Purchase, Purchaser shall prepare and deliver if the Notes are to Sellers an allocation be redeemed in part, the Depositary, after receiving notice of redemption specifying the aggregate consideration among Sellers andprincipal amount of Notes to be so redeemed, for any transactions contemplated will determine by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared lot (or otherwise in accordance with Section 1060the procedures of the Depositary) the principal amount of such Notes to be redeemed from the account of each DTC Participant. After making its determination as described above, the Depositary will give notice of such determination to each DTC Participant from whose account such Notes are to be redeemed. Each such DTC Participant, upon receipt of such notice will in turn determine the principal amount of Notes to be redeemed from the accounts of the Beneficial Owners of such Notes for which it serves as DTC Participant, and if applicable, give notice of such determination to the Remarketing Agent. Section 338, 211. Form and Other Terms of the Tax Code Notes (a) Attached hereto as Exhibit A is the “Allocation”)form of Note, which form is hereby established as the form in which Notes may be issued bearing interest at the Initial Interest Rate or in the Commercial Paper Term Mode, the Long Term Rate Mode or the REPS Mode. Annex A to Exhibit A is deemed to be a part of such Note and such Annex may be changed upon the mutual agreement of the Company and the Trustee to reflect changes occasioned by remarketings. (b) Subject to (a) above, any Note may be issued in such other form as may be provided by, or not inconsistent with, the terms of the Original Indenture and this First Supplemental Indenture. ARTICLE THREE The REPS Mode Section 301. Applicability of Article The provisions of this Article Three shall apply to any Note in the REPS Mode. To the extent that any provision of this Article Three conflicts with any provision of Article Two, the provisions set forth in this Article Three shall govern. Section 302. Initial REPS Rate Period The Notes shall be issued initially in a REPS Mode with respect to which the Company shall have on the Original Issue Date entered into a REPS Remarketing Agreement. With respect to Notes within a REPS Rate Period commencing on the Original Issue Date, references in this Article Three to (i) the Callholder and REPS Remarketing Date shall mean the Initial Callholder and the Initial REPS Remarketing Date and (ii) the Interest Rate Adjustment Date upon which the REPS Rate Period commences shall mean the Original Issue Date. Section 303. Interest to REPS Remarketing Date Each Note in the REPS Mode will bear interest at the annual interest rate established by the Callholder from, and including, the Interest Rate Adjustment Date commencing the Interest Rate Period for the REPS Mode to, but excluding, the REPS Remarketing Date. Such interest rate will be the minimum rate of interest and, in the case of a floating interest rate, Spread (if any) and Spread Multiplier (if any) necessary in the judgment of such Callholder to produce a par bid in the secondary market for such Note on the date the interest rate is established. The applicable Seller designated REPS Remarketing Date shall have thirty (30) days after be an Interest Payment Date within such Interest Rate Period. Section 304. Tender to and Remarketing by the delivery Callholder The obligations of the Allocation to review and consent to the Allocation in writing, which consent SPUR Agent set forth herein shall not be unreasonably withheld, conditioned or delayed. If performed under the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationREPS Remarketing Agreement. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.a)

Allocation. Following Within 75 days after the Closing, Purchaser Celularity shall prepare and deliver to Sellers an TNK a copy of its proposed determination for allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation value of the Purchase Price Celularity Shares (and other items which for U.S. federal tax purposes constitutes consideration paid in exchange for the Purchased AssetsContribution) among * Confidential Treatment Requested the Contribution set forth in this Agreement, prepared which allocation shall be made in accordance a manner consistent with Section 1060, and if applicable, Section 338, 1060 of the Code and the regulations thereunder. If TNK does not object by written notice within sixty (60) days of receipt of the proposed allocation, then such allocation shall be final, binding and conclusive for Tax Code purposes. If TNK disagrees with the proposed allocation, TNK shall, within sixty (60) days of receipt of the “Allocation”). The applicable Seller proposed allocation, provide written notice to Celularity of such disagreement and Celularity and TNK shall have negotiate in good faith to resolve such disagreement for up to an additional thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayeddays. If the applicable Seller consents allocation is not mutually agreed upon within such period, the Parties shall submit such disagreement to a mutually agreed upon independent recognized valuation firm or independent recognized accounting firm of nationally recognized standing that is not then, and has not been in the Allocationprevious one year period, such Seller and Purchaser serving as an independent auditor for either Celularity or TNK mutually selected by the Parties (the “Accounting Firm”) for a decision that shall use such Allocation to prepare and file be rendered in a timely manner all appropriate Tax filings, including in order to permit the preparation and timely filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationReturns. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution The Accounting Firm’s decision shall be final and binding on the all Parties. The fees and expenses of such accounting firm the Accounting Firm shall be borne equally by PurchaserTNK and Celularity. To the extent the consideration payable pursuant to this Agreement is adjusted in accordance with the terms hereof, on Celularity and TNK shall reflect such changes in the one handallocation. 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 Seller, on the other hand. The applicable Seller shall provide Purchaserregulations thereunder, and Purchaser shall provide the applicable Sellerany similar or corresponding provision of state or local Tax law, in a manner that is consistent with a copy of such allocation and to refrain from taking any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinposition inconsistent therewith.

Allocation. Following Within 60 days after the ClosingClosing Date, Purchaser shall prepare American will provide the Business Manager copies of IRS Form 8594 and deliver to Sellers an allocation of any required exhibits thereto (the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a “Proposed Allocation”) with American’s proposed allocation of the Purchase Price and other consideration paid in exchange for hereunder (including by the Purchased Assets, assumption of the Assumed Liabilities). The Proposed Allocation shall be prepared in accordance with Section 10601060 of the Code and the applicable Treasury Regulations issued thereunder. Within 15 days after the receipt of such Proposed Allocation, the Business Manager will propose to American any changes to such Proposed Allocation (and in the event no such changes are proposed in writing to American within such time period, the Business Manager will be deemed to have agreed to, and if applicableaccepted, Section 338, of the Tax Code (the “Proposed Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review Business Manager and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt American will endeavor in good faith to promptly resolve any such disagreementdifferences with respect to the Proposed Allocation within 15 days after American’s receipt of Notice of objection from the Business Manager. If the Business Manager and American are unable to reach an agreement as to the Proposed Allocation, the Parties cannot resolve a disagreement under this Section 3.3, shall refer such disagreement shall be resolved by dispute to an independent accounting firm chosen by Purchaser and reasonably mutually acceptable to both the applicable SellerBusiness Manager and American (the “Independent Accountants”), and such resolution which firm shall be make a final and binding determination as to only those matters in dispute with respect to this Section 2.5 on a timely basis and promptly shall notify the PartiesBusiness Manager and American in writing of its resolution. The fees fees, expenses and expenses costs of such accounting firm the Independent Accountants incurred in connection with this review and report shall be borne equally by Purchaser, on the one hand, Business Manager and American. After American and the applicable SellerBusiness Manager have reached an agreement as to the Proposed Allocation (the “Final Allocation”), on the other hand. The applicable Seller shall provide PurchaserParties shall: (i) be bound by the Final Allocation for all Tax purposes, and Purchaser shall provide the applicable Seller, with a copy of any information described above (ii) timely file all Tax Returns required to be furnished to any Taxing Authority filed in connection with the transactions contemplated hereinFinal Allocation (including the timely filing of IRS Form 8594 and any other Tax Returns required to be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable Laws (the “Section 1060 Forms”)), (iii) prepare and file all Section 1060 Forms and Tax Returns in a manner consistent with the Final Allocation, and (iv) take no position inconsistent with the Final Allocation for all Tax purposes, including in any Section 1060 Form or other Tax Return, any audit or examination by, or any proceeding before, any Governmental Authority or otherwise. In the event that the Final Allocation is disputed by any Governmental Authority, the Party hereto receiving notice of such dispute shall promptly notify and consult with the other Parties hereto and keep such other Parties apprised of material developments concerning the resolution of such dispute.

Allocation. Following The Parties agree that the ClosingPurchase Price (including the Assumed Liabilities, Purchaser if any, attributable to the ACS Assets to the extent properly taken into account for U.S. federal income tax purposes and any other items treated as consideration paid by GCI or GCI Wireless for such purposes) shall prepare and deliver to Sellers an allocation be allocated among each member of the aggregate consideration ACS Group transferring the ACS Assets or the AWN Interest, then further allocated among Sellers andthe ACS Assets and the ACS AWN Interest sold by such Member in accordance with Code Section 1060 and the Treasury regulations thereunder (and any similar provision of state, for any transactions contemplated local or foreign law, as appropriate) as shown on the allocation schedule (the “Allocation Schedule”). In addition, the Allocation Schedule shall set forth the value of each of the Company assets, broken down in such a manner to enable ACS to determine the amount of gain recognized on the sale of the ACS AWN Interest characterized as ordinary income under Section 751 of the Code. The Allocation Schedule shall be (i) prepared by this Agreement that do not constitute an Agreed G Transaction the Parties as soon as practicable following the completion of the valuation report by Duff & BUS_RE/5486564.1 Xxxxxx pursuant to Section 6.167.18, Purchaser (ii) subject to mutual agreement by ACS and GCI Parent and (iii) consistent with the valuation prepared by Duff & Xxxxxx pursuant to Section 7.18. ACS and GCI Parent and their Affiliates shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the file all Tax Code Returns (the “Allocation”). The applicable Seller shall have thirty (30including Internal Revenue Service Form 8594) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsconsistent with, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is audit or administrative proceeding inconsistent with, the Allocation Schedule. Any subsequent allocation necessary as a result of an adjustment to the consideration to be paid hereunder shall be determined by the Parties in a manner consistent with such Allocationthe Allocation Schedule; provided, however, that nothing contained herein any adjustment to the Purchase Price pursuant to Section 2.3(a) shall prevent relate solely to the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such AllocationAWN Interest, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished Purchase Price pursuant to any Taxing Authority in connection with other provision of Section 2.3 shall relate solely to the transactions contemplated hereinACS Assets.

Allocation. Following (a) Buyer and Sellers agree to allocate the ClosingPurchase Price, Purchaser the Assumed Liabilities, and all other relevant items among the Acquired Assets in accordance with section 1060 of the IRC and the Treasury Regulations thereunder (the “Allocation Principles”). No later than one hundred twenty (120) days after the Closing Date, Buyer shall in good faith prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and the Assumed Liabilities (and all other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, relevant items) as of the Tax Code Closing Date among the Acquired Assets determined in a manner consistent with the Allocation Principles (the “Purchase Price Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to for Sellers’ review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). If the applicable Seller consents Any reasonable comments timely provided by Sellers to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement Buyer under this Section 3.3, such disagreement 2.9 shall be resolved considered by an independent accounting firm chosen Buyer in good faith. The Purchase Price Allocation (inclusive of any reasonable comments accepted by Purchaser and reasonably acceptable to the applicable Seller, and such resolution Buyer) shall be final conclusive and binding on the Parties, and Buyer and Sellers agree (and agree to cause their respective subsidiaries and Affiliates) to prepare, execute, and file IRS Form 8594 and all Tax Returns on a basis consistent with the Purchase Price Allocation. The fees and expenses None of such accounting firm the Parties will take any position inconsistent with the Purchase Price Allocation on any Tax Return or in any audit or Tax proceeding, unless otherwise required by a final determination by a Governmental Authority. Notwithstanding the foregoing, in the case of any Acquired Asset for which an allocation of the Purchase Price is required earlier than contemplated by the foregoing, the timeframe for determination of the allocation of the Purchase Price to those assets shall be borne equally fixed by Purchaserthe Parties to accommodate such requirement, on provided that any such allocation may thereafter be revised for other purposes as appropriate and necessary to reflect the one handoverall final Purchase Price Allocation. Notwithstanding any other provision of this Agreement, the terms and provisions of this Section 2.9 shall survive the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinClosing without limitation.

Allocation. Following The Final Purchase Price will be allocated between the ClosingTarget Equity. The parties agree that, Purchaser for this purpose, (x) the aggregate fair market value of the Blocker Stock is equal to the aggregate fair market value of the units of Hiperos owned by the Blocker at the Closing and (y) the fair market value of the units of Hiperos owned by the Blocker is the same as the fair market value of the units of Hiperos (on a percentage interest basis) owned by Parent and Splitter. Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction Final Purchase Price (other than the portion allocated to the Blocker Stock pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation preceding sentence) among the assets of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Hiperos in accordance with Section 1060Sections 751 and 755 of the Code and the Treasury Regulations thereunder and any similar provisions of state or local law, as appropriate, and if applicable, Section 338, of the Tax Code principles agreed upon as set forth in Schedule 2.8(d) (the “Proposed Allocation”). The applicable Seller Buyer shall have thirty deliver the Proposed Allocation to Parent within ninety (3090) calendar days after the delivery of the Allocation to Closing Date for Parent’s review and consent consent, not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If Parent shall review the applicable Seller consents to Proposed Allocation and provide Buyer with comments within 30 days of the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including date that Parent receives the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Proposed Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller Buyer and Parent shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt work in good faith to promptly resolve any such disagreement. If disputes with respect to the Parties Proposed Allocation and if they cannot resolve a disagreement under this Section 3.3such dispute within 30 days, such disagreement dispute shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable in accordance with the provisions of Section 2.8(l). Furthermore, within sixty (60) days of any adjustment to the applicable SellerFinal Purchase Price under any provision of this Agreement, Buyer shall adjust the Proposed Allocation in a manner consistent with Section 751 and such resolution shall be final and binding on 755 of the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, Code and the applicable SellerTreasury Regulations thereunder (as adjusted, on the other hand. The applicable Seller shall provide Purchaser, “Adjusted Allocation”) and Purchaser shall provide the applicable Seller, with within five Business Days deliver a copy of the Adjusted Allocation Schedule to Parent for Parent’s review and consent, not to be unreasonably withheld, conditioned or delayed. None of Buyer, Target or the Seller Group Parties shall take any information described above position (whether in audits, Tax Returns, or otherwise) which is inconsistent with the Proposed Allocation (or the Adjusted Allocation, as applicable), as finally determined pursuant to this Section 2.8(d), unless required to be furnished to any Taxing Authority in connection with the transactions contemplated hereindo so by Applicable Law.

Allocation. Following The Seller and the Closingother Seller Entities, Purchaser shall prepare on the one hand, and deliver the Parent and the Purchaser, on the other hand, agree to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of allocate the Purchase Price among the Purchased Shares and other consideration paid the Purchased Assets (and to allocate the ADSP among the assets of the 338(h)(10) Designated Entities) (a) as set forth in exchange Schedule A (for the Purchased Assetsavoidance of doubt, prepared in accordance with Section 1060, which schedule may set forth certain allocation principles and if applicable, Section 338, of certain specific allocations as agreed upon by the Tax Code Seller and the Purchaser prior to the date hereof) (the “Scheduled Allocation”). The applicable Seller shall have thirty ) and (30b) days after as set forth in an allocation statement to be agreed upon by Parent and the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable SellerSeller and the other Seller Entities, on the other handhand (or as determined by the Independent Accounting Firm, as set forth below) (the “Allocation Statement”). The applicable Purchaser shall deliver to the Seller as soon as practical after the Closing Purchaser’s proposal with respect to the Allocation Statement. The Allocation Statement shall be made in accordance with Sections 338 and 1060 of the Code and the rules and regulations promulgated thereunder (provided, for the avoidance of doubt, that the Allocation Statement shall incorporate, reflect, and be consistent with the Scheduled Allocation). Within forty-five (45) days following receipt by the Seller of the Purchaser’s proposal with respect to the Allocation Statement, the Seller shall provide deliver written notice to the Purchaser of any disagreement the Seller has with respect to such proposal. If the Seller does not so notify the Purchaser of a dispute with respect to such proposal within such forty-five (45)-day period, the Purchaser’s proposal shall constitute the Allocation Statement and shall be final, conclusive and binding on the parties. In the event of such notification of a dispute, the Purchaser and the Seller shall negotiate in good faith to resolve such dispute. If the Purchaser and the Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Seller advises the Purchaser of its objections, then the Purchaser and the Seller jointly shall engage the Independent Accounting Firm to resolve such dispute. The Independent Accounting Firm shall deliver to the Purchaser and the Seller, as promptly as practicable, an allocation statement setting forth the allocation of the Purchase Price among the Purchased Shares and the Purchased Assets in accordance with this Agreement, the Scheduled Allocation, and applicable Law (including, for the absence of doubt, Sections 338 and 1060 of the Code), which statement shall be the Allocation Statement for purposes of this Agreement. Such Allocation Statement shall be final and binding on the Purchaser and the Seller. The cost of such review and report shall provide be borne equally by the applicable Purchaser and the Seller. The Purchaser and the Seller and their respective Affiliates shall report and act, in each case, for Tax purposes, and file Tax Returns (including, but not limited to Internal Revenue Service (“IRS”) Form 8883 and 8594) in all respects and for all Tax purposes consistent with a copy of the Allocation Statement. Neither the Purchaser nor the Seller nor their respective Affiliates shall take any information described above Tax position (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation Statement unless required to be furnished do so by applicable Law or pursuant to any Taxing Authority in connection with the transactions contemplated hereina Final Determination.

Allocation. Following Within 20 days after a final resolution of any adjustment to the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction Purchase Price pursuant to Section 6.162.5(b), Purchaser Buyer shall also prepare and deliver to provide Seller in writing (the applicable Seller a “Allocation Schedule”) the proposed allocation manner in which the sum of the Purchase Price (as adjusted pursuant to Section 2.5(b)) and other consideration paid in exchange for the Purchased Assumed Liabilities will be allocated among the Acquired Assets, prepared which allocation shall be made in accordance with Section 10601060 of the Code. Promptly following the receipt of the Allocation Schedule, Seller shall have the right to object to such proposed allocations set forth in the Allocation Schedule, and if applicableSeller objects, Section 338, it shall notify Buyer of the Tax Code disputed item (or items) and the “Allocation”). The applicable basis for its objection and Buyer and Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt act in good faith to promptly resolve any such disagreementdispute for the 30 day period thereafter. If within such 30 day period, the Parties canhave not resolve a disagreement under this Section 3.3reached agreement regarding such allocations, such disagreement the dispute shall be resolved by presented to an independent accounting firm chosen mutually agreed upon by Purchaser Seller and reasonably acceptable to the applicable SellerBuyer, and such resolution whose determination shall be final and binding on the upon both Parties. The fees and expenses of such the accounting firm shall be borne equally paid fifty percent by PurchaserSeller and fifty percent by Buyer. Unless otherwise required by law, on the one hand, and the applicable Seller, Buyer and their respective Affiliates shall (a) be bound by the final allocations determined pursuant to this Section 2.8 for purposes of determining Taxes, (b) prepare and file their Tax Returns on a basis consistent with such final allocations and (c) take no position inconsistent with such final allocations on any applicable Tax Return, in any proceeding before any Tax authority or otherwise. In the event that any of the allocations are disputed by any Tax authority, the Party receiving notice of the dispute shall promptly notify the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide Party concerning resolution of the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereindispute.

Allocation. Following If any Demand Registration involves an underwritten offering and the Closingmanaging underwriter of such offering shall advise the Company that, Purchaser shall prepare in its view, the number of Registrable Securities and deliver to Sellers an allocation other shares of Common Stock of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance Company with Section 1060, and if applicable, Section 338, of the Tax Code registration rights (the “Allocation”). The applicable Seller shall have thirty (30"Section 2 Other Shares") days after requested to be included in such registration exceeds the delivery of the Allocation to review and consent to the Allocation largest number that can be sold in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, an orderly manner in such Seller and Purchaser shall use such Allocation to prepare and file in offering within a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably price range acceptable to the applicable SellerPurchasers requesting the registration, the Company shall include in such registration:first, to each Purchaser requesting registration pursuant to either Section 2(a) or 2(b), pro rata on the basis of the number of shares of Registrable Securities held by such Purchaser that such Purchaser had requested to be included in the registration, provided however, if any Purchaser does not request inclusion of the maximum number of shares of Registrable Securities allocated to such Purchaser pursuant to the above-described procedure, the remaining portion of his/her/its allocation shall be reallocated among the remaining Purchasers whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities held by such remaining Purchasers had requested to be included in the registration, and such resolution this procedure shall be final repeated until all of the shares of Registrable Securities which may be included in the registration on behalf of the Purchasers have been so allocated, thereafter, to the selling holders of Section 2 Other Shares, and binding on thereafter to the PartiesCompany. The fees and expenses Company shall not limit the number of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required Registrable Securities to be furnished included in a registration pursuant to this Section 2(h) in order to include shares held by stockholders with no registration rights or to include founder's stock or any Taxing Authority other shares of stock issued to employees, officers, directors, or consultants pursuant to the Company's employee stock option plans in connection with order to include in such registration securities registered for the transactions contemplated hereinCompany's own account.

Allocation. Following If the Closingindemnification provided for in this clause 17 is unavailable to or insufficient to hold harmless a Dealer or other indemnified person in respect of any Loss, Purchaser the relevant Issuer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver contribute to the applicable Seller amount paid or payable by such Dealer or other indemnified person as a proposed allocation result of such Loss in such proportion as is appropriate to reflect the Purchase Price relative benefits received by the relevant Issuer on the one hand and such Dealer or other consideration paid in exchange for indemnified person on the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, other from the relevant offering of the Tax Code (the “Allocation”)Notes. The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; providedIf, however, that nothing contained herein the allocation provided by the immediately preceding sentence is not permitted by applicable law, then the relevant Issuer shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent contribute to such Allocation, amount paid or payable by such Dealer or other indemnified person in such proportion as is appropriate to reflect not only such relative benefits but also the applicable Seller shall notify Purchaser in writing relative fault of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, relevant Issuer on the one hand, hand and the applicable Seller, relevant Dealer on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinfailure, breach, statement or omissions which resulted in such Loss, as well as any other relevant equitable considerations. The relative benefits received by the relevant Issuer on the one hand and the relevant Dealer on the other shall be deemed to be in the same proportion as the total net proceeds from the relevant offering (before deducting expenses) received by the relevant Issuer bear to the total fees and commissions received by the relevant Dealer. The relative fault shall be determined by reference to, among other things and for example, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the relevant Issuer on the one hand or the relevant Dealer on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Each Issuer and the Dealers agree that it would not be just and equitable if contribution pursuant to this clause 17.3 were determined by pro rata allocation (even if the Dealers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subclause. The amount paid or payable by a Dealer or other indemnified person as a result of the Loss referred to above in this clause 17.3 shall be deemed to include any legal or other expenses reasonably incurred by such Dealer or other indemnified person in connection with investigating or defending any such action or claim.

Allocation. Following the Closing, Purchaser shall prepare and Seller will deliver to Sellers Buyer (i) an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price to be paid to Seller pursuant to the terms of this ARTICLE III and other consideration paid any Assumed Liabilities first, among the jurisdictions in exchange for which the Purchased AssetsAcquired Assets are located, prepared and then among the Acquired Assets in accordance with the methodology set forth on Schedule 3.5 and Section 10601060 of the Code, and if applicable(ii) an allocation of adjusted Tax basis among the Intellectual Property Rights owned or treated as owned for Tax purposes by the Transferred Subsidiaries (which allocation shall have been prepared by KPMG), Section 338, in each case within 90 days of the Tax Code Closing Date, or as soon thereafter as reasonably practicable (the “AllocationAllocation Schedule”). The applicable If Buyer does not notify Seller shall have in writing within thirty (30) days after the delivery receipt of the Allocation to review and consent to Schedule from Seller that Buyer disagrees with the allocation of one or more items reflected in the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such AllocationSchedule, the applicable Allocation Schedule as prepared by Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the PartiesParties (the “Final Allocation Schedule”). If, within thirty (30) days after receipt of the Allocation Schedule from Seller, Buyer notifies Seller in writing that Buyer disagrees with the allocation of one or more items reflected in the Allocation Schedule, Buyer and Seller shall use reasonable efforts to resolve such dispute. If Buyer and Seller have not resolved the dispute within ten (10) Business Days, Buyer and Seller shall submit the matter to a nationally recognized independent accounting firm chosen jointly by Buyer and Seller (the “Accounting Firm”), which shall resolve the dispute in accordance with the principles set forth on Schedule 3.5 (in the case of the allocation of Purchase Price and Assumed Liabilities among the Acquired Assets), and the Allocation Schedule as modified in accordance with the decision of the Accounting Firm shall be the Final Allocation Schedule. The fees and expenses of such accounting firm the Accounting Firm shall be borne shared equally by PurchaserBuyer and Seller. In the case of any subsequent adjustment to the purchase price (as determined for Tax purposes) requiring an amendment to the Final Allocation Schedule, Seller shall prepare an amended Final Allocation Schedule in accordance with the principles set forth on Schedule 3.5 (in the one handcase of the allocation of Purchase Price and Assumed Liabilities among the Acquired Assets), which shall be subject to the procedures in this Section 3.5. Buyer and Seller agree to report and to cause each of their respective Subsidiaries to report the Transactions in a manner consistent with the Final Allocation Schedule for all Tax purposes, and that none of them will take any position, or cause their respective Subsidiaries to take any position, inconsistent therewith in any Tax Return, refund claim, litigation or otherwise, unless otherwise required by applicable Law or as otherwise mutually agreed to in writing by Buyer and Seller. Buyer and Seller will cooperate with each other in preparing Internal Revenue Service Form 8594 and any other Tax documentation consistent with the applicable Seller, on Final Allocation Schedule. Buyer and Seller will promptly notify the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy Party in writing upon receipt of notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated hereinFinal Allocation Schedule.

Allocation. Following Within ten (10) days of the ClosingEffective Date, the Purchaser shall prepare and deliver to Sellers the Seller an allocation of the aggregate Purchase Price, the Assumed Liabilities and any other items constituting consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver applicable income Tax purposes (to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for extent known at such time) among the Purchased Assets, Assets prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the Treasury regulations promulgated thereunder (the “Allocation”) consistent with the format set forth on Schedule 1.7(b). The applicable Seller shall have No later than thirty (30) days after following receipt by the delivery Seller of the Allocation to review and consent Purchaser’s proposed Allocation, the Seller may deliver to the Allocation Purchaser a statement setting forth any objections thereto (including a description in writing, which consent shall not be unreasonably withheld, conditioned reasonable detail of the factual or delayed. If legal basis for such objection) along with the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any Seller’s proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent fails to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement deliver its proposed Allocation within such thirty (30) day period, the Seller shall be deemed to have accepted the Purchaser’s proposed Allocation. For a period commencing on the date of the Purchaser’s receipt of the Seller’s proposed Allocation and thereafterending on the day prior to the Closing Date, the applicable Seller Parties shall attempt negotiate in good faith to promptly resolve any dispute; provided, that any such disagreement. If the Parties dispute that cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by the Parties within such period shall be referred to an independent accounting firm chosen by Purchaser and reasonably mutually acceptable to the applicable SellerPurchaser and the Seller for its review and resolution, which resolution will be determined within thirty (30) days of such referral and such resolution shall be final and binding on the Parties. The fees , and expenses the cost of such accounting firm shall be borne equally fifty percent (50%) by Purchaserthe Purchaser and fifty percent (50%) by the Seller. The Parties agree (i) to file all Tax Returns (including IRS Form 8594 (Asset Allocation Statement), on if necessary) consistent with the one handAllocation as finally determined pursuant to this Section 1.7(b), and (ii) that neither the Seller nor the Purchaser or any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, or in any Tax audit that is in any manner inconsistent with the terms of the Allocation (as so finalized), except as required by applicable SellerLaw. In the event of any adjustment to the purchase consideration hereunder for income tax purposes, on including as a result of any indemnity payment made pursuant to this Agreement or any change to the other handPurchase Price after the Allocation has been agreed upon by Parties, the Parties shall revise the Allocation (as otherwise finalized in accordance with the terms of this Section 1.7(b)) reflecting such adjustment. The Parties hereto will reasonably promptly inform one another of any challenge by any Governmental or Regulatory Authority to any allocation made pursuant to this Section 1.7(b). For the avoidance of doubt, the Parties acknowledge that the Allocation, as it may be modified pursuant to this Section 1.7(b), is being established for federal income tax purposes and applicable Seller shall provide Purchaserstate and local tax purposes, and Purchaser shall provide the is not necessarily applicable Sellerfor any other purposes, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinincluding, without limitation, for financial or accounting purposes.

Allocation. Following The Purchase Price shall be allocated among the Purchased Assets as provided in this Section 2.10 (the “Asset Allocation”). The Equity Entities and Buyer shall use good faith efforts to agree upon, prior to Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for among the Purchased AssetsAssets which, prepared if agreed upon within sixty (60) days after the date hereof, will be incorporated in accordance with Section 1060, and if applicable, Section 338, of a schedule to be executed by the Tax Code (parties prior to or at Closing. Buyer shall deliver its proposed Asset Allocation to the “Allocation”). The applicable Seller shall have Equity Entities within thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayeddate hereof. If the applicable Seller consents Equity Entities and Buyer are unable to so agree, the Equity Entities and Buyer shall then promptly select and retain an appraisal firm reasonably acceptable to the AllocationEquity Entities and Buyer (the “Appraisal Firm”) to appraise the classes of the Purchased Assets. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets and to deliver a report to the Equity Entities and Buyer as soon as reasonably practicable. Buyer and the Equity Entities shall bear equally the fees, such Seller costs and Purchaser expenses of the Appraisal Firm. Each party shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including IRS Form 8594 allocating the preparation and filing of all applicable forms Purchase Price in accordance with applicable LawSection 1060 of the Code, including Forms except as may otherwise be required under Treasury Regs. Section 1.1031(d)-1T, and in accordance with the Asset Allocation. Buyer and each of the Equity Entities shall file with their respective Federal income tax return for the tax year in which the Closing occurs, IRS Form 8594 containing the information agreed upon by the parties pursuant to the immediately preceding sentence. Buyer agrees to report the purchase of the Purchased Assets, and 8023, if applicable, with the Equity Entities agree to report the sale of the Purchased Assets on their respective Tax Returns in a manner consistent with the information agreed upon by the parties pursuant to this Section 2.10 and contained in their respective IRS Forms 8594. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.10 shall survive the Closing for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy full period of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinapplicable statute of limitations plus sixty (60) days.

Allocation. Following the Closing, Purchaser (i) Seller shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price among the Subsidiary Interests and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Foreign Notes (the “AllocationProposed Allocation Statement”). The applicable Seller , and shall have thirty deliver the Proposed Allocation Statement to Buyer for its review within forty-five (3045) days after the delivery date of the Allocation this Agreement. Buyer shall have twenty (20) days after receipt within which to review and consent to the Proposed Allocation in writing, which consent shall Statement (not to be unreasonably withheld, conditioned or delayed). If In the applicable event that Buyer does not agree with the Proposed Allocation Statement and provides Seller consents to the Allocationwith written notice of, and basis for, such disagreement during such period, Seller and Purchaser Buyer shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt negotiate in good faith to promptly resolve any differences; provided that if Buyer does not provide such disagreement. If written notice during such period, the Proposed Allocation Statement shall become the “Closing Allocation Statement.” In the event that Buyer and Seller are unable to resolve any differences within twenty (20) days after delivery of the Proposed Allocation Statement by Seller to Buyer, the Parties cannot resolve a disagreement under this shall submit any disputed items to the Auditor for resolution. Buyer and Seller shall act in good faith to cause the Auditor to deliver its comments to the Proposed Allocation Statement within ten (10) days after such submission, and the allocation statement as revised by the Auditor shall become the Closing Allocation Statement. Promptly after the Determination Date, Seller shall update the Closing Allocation Statement to reflect the final Purchase Price, taking into account the adjustments determined pursuant to Section 3.3, such disagreement 2.05. The fees and expenses of the Auditor shall be resolved borne fifty percent (50%) by an independent accounting firm chosen Buyer and fifty percent (50%) by Purchaser and reasonably acceptable to the applicable Seller, and such resolution the decision of the Auditor shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following The Purchase Price shall be allocated among the Closing, Purchaser Specified Assets and the Covenants set forth in Section 8. Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation (“Allocation Statement”) of the Purchase Price and other consideration paid in exchange for among the Purchased Assets, prepared Specified Assets in accordance with Section 10601060 of the Code and the applicable Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate). Buyer shall deliver the Allocation Statement to Seller no later than 90 days following the Closing Date. Seller shall notify Buyer of any objections to the Allocation Statement within 15 days after Seller receives the Allocation Statement. If Seller does not notify Buyer of any objections to the Allocation Statement, within that 15 day period, the Allocation Statement shall be construed as final. If Seller notifies Buyer of an objection to the Allocation Statement by the end of the 15 day period, and if applicable, Section 338, of the Tax Code Buyer and Seller are unable to resolve their differences within 15 days thereafter (the “AllocationDispute Resolution Period”). The applicable Seller , then the disputed items on the Allocation Statement shall have thirty (30) be submitted to the Arbiter within five days after the delivery end of the Dispute Resolution Period for resolution with the costs paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a finalized Allocation Statement as soon as possible. Buyer and Seller and their respective affiliates shall report, act and file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Allocation Statement as well as any amendments to review and consent such Tax Returns required with respect to any adjustment to the Allocation Purchase Price. Neither Buyer, Seller or any of their affiliates shall take any position (whether in writingaudits, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return or otherwise) that is inconsistent with such Allocationthe information set forth on the Allocation Statement, unless required to do so by applicable Law; provided, however, that nothing contained herein shall prevent (i) Buyer’s cost for the applicable Seller and Purchaser Specified Assets may differ from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out the total amount allocated hereunder to reflect the inclusion in the total cost of such Allocationitems (for example capitalized acquisition costs) not included in the total amount so allocated, and neither (ii) the applicable amount realized by Seller nor Purchaser shall be required may differ from the total amount allocated hereunder to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If reflect transaction costs that reduce the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinamount realized for federal income Tax purposes.

Allocation. Following (i) By May 1 (allocation date) of each year, Employees who are eligible for the Closing, Purchaser shall prepare and deliver to Sellers HSA/PSA will make an allocation for utilization of their HSA/PSA for the subsequent fiscal year. (ii) Any unused allocation in an employee’s HSA/PSA as of June 30 in each calendar year may be carried forward for a maximum of one (1) fiscal year. (iii) Employees who are laid off after July 1 in the year in which the funds are available, shall maintain access to the fund for the balance of that fiscal year while on layoff. (iv) Reimbursement will be provided upon the submission of an original receipt. (e) Implementation (i) Where the Employer is the administrator of the aggregate consideration among Sellers andaccount, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser it shall also prepare determine the terms and deliver conditions governing the HSA/PSA. A copy of these terms and conditions shall be provided to the applicable Seller a proposed allocation Union. (ii) Where the Employer chooses to contract with an insurer for the administration of the Purchase Price HSA/PSA, the administration of the account shall be subject to and other consideration paid in exchange for governed by the Purchased Assets, prepared terms and conditions of the applicable contract. A copy of this contract shall be provided to the Union. (iii) The HSA/PSA shall be implemented and administered in accordance with Section 1060, the Income Tax Act and if applicable, Section 338, applicable Regulations in effect at the time of implementation and during the course of operation of the Tax Code HSA/PSA. (f) An Employee who terminates employment voluntarily and who within the “Allocation”)same fiscal year of termination commences employment with the same Employer or with another Employer signatory to this Collective Agreement, shall have his HSA/PSA maintained. It is understood that an employee is entitled to one (1) HSA/PSA within a fiscal year. 24.07 Employees will be maintained on the College’s group insurance benefit plan with the same cost sharing as provided in Article 24.02, except that long-term disability benefits will terminate and life insurance shall reduce to one (1) times salary when the Employee attains age 65. 24.01 The Employer will continue to provide Employee Benefit Plans as set in Clause 24.02. 24.02 The costs for premiums for the above Benefits shall be shared according to the following table: TABLE OMITTED – TOO LARGE TO FIT 24.03 An Employee who received the Long Term Disability benefits and who at the commencement of absence due to disability or illness, is participating in Clause 24.02, shall continue to be covered under these plans throughout the total period the Employee is receiving Long Term Disability benefits and the Employer and Employee premium contributions, shall continue. The applicable Seller Employer shall have thirty (30) days after notify the delivery of the Allocation to review Union when a member goes on Long Term Disability. 24.04 The Employee and consent Employer contributions to the Allocation in writing, which consent Pension Plan shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Lawthe rates provided by the Local Authorities Pension Act. The contributions shall continue to be paid throughout the total period the Employee is receiving Long Term Disability benefits. 24.05 Brochures of all benefit plans specified in Clause 24.02 shall be provided to all Employees. 24.06 Health Spending Account / Personal Spending Account (HSA/PSA) (a) Eligibility (i) An HSA/PSA shall be implemented for all employees eligible for benefits in accordance with Article 24. (ii) A Regular Employee who is employed in more than one (1) position with the employer will receive one (1) HSA/PSA based upon the combined total of their full-time equivalencies (FTE’s). (b) Calculation The HSA/PSA shall be calculated as follows: (i) Six hundred dollars ($600.00) to be allocated to each eligible Full-time Employee and pro-rated for each eligible Part-time Employee based on their FTE as of July 1st (eligibility date) of each year. (ii) Effective January 1, including Forms 8594 and 80232019, if applicablethe HSA/PSA will increase to six hundred seventy-five dollars ($675.00) (iii) Effective July 1, with their respective Tax Returns 2019 2021, the HSA/PSA will increase to seven hundred fifty eight hundred dollars ($750 800.00) (c) Utilization The HSA/PSA may be used for the taxable year following purpose: (i) Reimbursement for expenses associated with professional development including: (a) tuition costs or course registration fees; (b) travel costs associated with course attendance; (c) professional journals; (d) books or publications; and (e) software. (ii) Reimbursement for the cost of professional registration or voluntary association fees related to the employee’s discipline. (iii) Reimbursement for health and dental expenses that includes are eligible medical expenses in accordance with the Closing Date Income Tax Act and shall take no position are not covered by the benefit plans specified in any Tax Return that is inconsistent with such Allocation; providedArticle 24 of the Collective Agreement. (iv) Wellness expenses which may include, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does but are not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3limited to, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser expenses as fitness centre memberships and reasonably acceptable to the applicable Seller, fitness equipment. (v) Family care including day care and such resolution shall be final and binding on the Partieselder care. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.(d)

Allocation. Following the Closing, Purchaser shall prepare Buyer and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of will allocate the Purchase Price (and any other consideration paid or deemed paid pursuant to this Agreement) among the Project Assets in exchange for accordance with an allocation schedule to be prepared pursuant to this Section 3.11 (the Purchased Assets, “Purchase Price Allocation Statement”). The Purchase Price Allocation Statement (including any revision thereof) will be prepared in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code (Code. Buyer will deliver a draft of the “Allocation”). The applicable Purchase Price Allocation Statement with supporting work papers and documentation to Seller shall have no later than thirty (30) days after the Closing Date, which draft will be subject to revision to account for any amounts treated as adjustments to the consideration paid with respect to the transactions contemplated by this Agreement for Tax purposes. Seller has the right, for five (5) Business Days after such delivery of the Allocation or adjustment, as applicable, to review and consent object to the Allocation allocation provided in writing, which consent shall not be unreasonably withheld, conditioned or delayedsuch draft. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt Buyer will seek in good faith to promptly resolve any disagreements between them with respect to such disagreementallocation. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall Any disagreements remaining between Seller and Buyer will be resolved by referred to an independent accounting firm chosen mutually agreed to by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties, who will, acting as experts and not as arbitrators, determine the proper allocation under Section 1060 of the Code and will revise the Purchase Price Allocation Statement as it deems appropriate. The Parties will share equally the fees and expenses disbursements of such accounting firm shall firm. The Purchase Price Allocation Statement, as so revised, will be borne equally binding upon Seller and Buyer. Seller and Buyer will each report the federal, state and local and other Tax consequences of the purchase and sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in a manner consistent with the Purchase Price Allocation Statement and will not take any inconsistent position with respect to the Purchase Price Allocation Statement unless otherwise required by Purchaserapplicable Laws. In the event that the Purchase Price Allocation Statement is disputed by any Authority, on the one hand, and the applicable Seller, on Party receiving notice of such dispute will promptly notify the other hand. The applicable Seller shall provide Purchaser, Party hereto concerning the existence and Purchaser shall provide the applicable Seller, with a copy resolution of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinsuch dispute.

Allocation. Following The Purchaser and the ClosingSeller agree to cooperate in good faith to allocate the Purchase Price, Purchaser shall prepare and deliver to Sellers an allocation as finally determined, increased by the liabilities of the aggregate consideration Company Parties and other relevant items, among Sellers andthe assets of the Company Parties in accordance with the principles of Section 1060 of the Code. If, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16within ninety (90) days after the final determination of the Purchase Price, the Purchaser shall also prepare and deliver the Seller agree as to the applicable Seller a proposed allocation of the Purchase Price Price, the Purchaser and the Seller further agree to prepare and file all Tax Returns in a manner consistent with the agreed allocation and shall not take any position inconsistent with the agreed allocation or agree to any proposed adjustment thereto by any taxing authority without first giving the other consideration paid in exchange for the Purchased Assetsparty prior written notice of such proposed adjustment. If, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code within ninety (the “Allocation”). The applicable Seller shall have thirty (3090) days after the delivery final determination of the Allocation Purchase Price, the Purchaser and the Seller are unable to review and consent resolve any disputes relating to the Allocation in writingallocation of the purchase price, which consent shall not be unreasonably withheld(i) the Purchaser and the Seller may each use a different purchase price allocation, conditioned or delayed. If (ii) each of the applicable Purchaser and the Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation (and cause its Affiliates to prepare and file use) their respective purchase price allocation in a timely manner all appropriate Tax filings, including connection with the preparation and filing of all applicable forms in accordance with applicable LawTax Returns, including Forms 8594 and 8023(iii) the Purchaser shall have no liability to the Seller, if applicableand the Seller shall have no liability to the Purchaser, with their respective for any additional Taxes that may be imposed by any Governmental Authority to the extent that such Tax Returns for arises solely as a result of the taxable year that includes inconsistencies between the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocationseparately used purchase price allocations; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable the Seller agree to allocate the applicable SellerPurchase Price, as finally determined, increased by the liabilities of the Company Parties and such resolution other relevant items, among the assets of the Company Parties as follows: (A) 80% with respect to Innovatix and its Subsidiaries; and (ii) 20% with respect to Essensa, except with respect to Indebtedness of the Company Parties, Cash of the Company Parties and Net Working Capital, which shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required allocated as finally determined pursuant to be furnished to any Taxing Authority in connection with the transactions contemplated hereinSection 2.3.

Allocation. Following The Buyer and the ClosingCompany agree to report all items of income, Purchaser gain, or loss related to the purchase and sale of the Interest consistent with the principles set forth in Situation 2 of Rev-Rule 99-6 whereby: (i) Xxxxxxxx shall be treated as terminating pursuant to Code Section 708(b)(I)(A); (ii) the Buyer shall report the gain or loss on the sale of the Interest in accordance with Code Section 741; and (iii) the Company shall treat the acquisition of the Interest as if Xxxxxxxx made a liquidation distribution of all of its assets and liabilities to the Buyer and, immediately following such liquidation distribution the Company acquired by purchase all of Xxxxxxxx'x assets and liabilities. Accordingly, not later than ninety (90) days after the Closing Date, the Buyer shall prepare and deliver to Sellers an allocation the Company copies of Form 8594 and any required exhibits thereto (the "Asset Allocation Statement") allocating the portion of the aggregate consideration among Sellers andPurchase Price attributable to the Interest, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16i.e., Purchaser $200,000. The Buyer shall also prepare and deliver to the Company from time to time revised or supplemental copies of the Asset Allocation Statement (the "Revised Asset Allocation Statements") so as to report any matters on the Asset Allocation Statement that need updating or as may be required by Section I 060 of the Code or applicable Seller a proposed allocation regulations thereunder (including Purchase Price adjustments, if any). The portion of the Purchase Price and other consideration paid in exchange for attributable to the Purchased AssetsInterest, prepared i.e., $200,000, shall be allocated in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Asset Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023Statement or, if applicable, with their respective Tax Returns for the taxable year that includes last Revised Asset Allocation Statement provided by the Closing Date Buyer to the Company, and all tax returns and reports filed by the Company and the Buyer shall take no position in any Tax Return that is inconsistent be prepared consistently with such Allocation; providedallocation. The Asset Allocation Statement (and, howeverif applicable, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser all Revised Asset Allocation Statements) shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If prepared in the applicable Seller does not consent to such Allocation, manner consistent with Section 1060 of the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, Code and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinTreasury regulations promulgated thereunder.

Allocation. Following the Closing, Purchaser shall prepare Buyer and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement Seller agree that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price (and any other consideration paid in exchange hereunder that is required to be taken into account for income tax purposes) shall be allocated among the Purchased Assets, prepared Assets in accordance with Section 1060, and if applicable, Section 338, Sections 1060 of the Tax Code and the allocation methodology agreed upon by the parties, which allocation methodology shall be consistent with the allocation methodology used to calculate the federal income tax consequences of Seller (the “AllocationAllocation Methodology”). The applicable Seller shall have Within thirty (30) days after the delivery Purchase Price becomes final, Seller shall deliver to Buyer an allocation schedule setting out the allocation of the Purchase Price (and any other consideration hereunder that is required to be taken into account for federal income tax purposes) across the Assets (the “Allocation to Schedule”) for the Buyer’s review and consent to the Allocation in writingcomment, which consent Allocation Schedule shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms prepared in accordance with applicable Lawthe Allocation Methodology. Buyer shall review and provide comments with respect to such Allocation Schedule within thirty (30) days from delivery to Buyer (the “Allocation Review Period”). If Buyer does not submit comments within such Allocation Review Period, including Forms 8594 then Buyer will be deemed to have approved such Allocation Schedule as prepared by Seller. If Buyex xxxivers comments to Seller within such Allocation Review Period, Buyer and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and Seller shall take no position use good faith efforts to resolve any dispute in any Tax Return that is inconsistent connection with such Allocationcomments. Seller shall make such changes to the draft Allocation Schedule as are mutually agreed by Buyex xxx Seller. If Buyex xxx Seller, notwithstanding such good faith effort, fail to resolve any dispute within thirty (30) days after Sellxx’x receipt of Buyex’x comments, then such dispute shall be submitted to the Independent Accounting Firm for resolution. The Independent Accounting Firms’ judgment as to the disputed matter will be final, conclusive and binding on the parties; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser Independent Accounting Firm shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If make its determination in a manner consistent with the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the PartiesAllocation Methodology. The fees and expenses of such accounting firm billed by the Independent Accounting Firm shall be borne split equally by Purchaser, on the one hand, between Buyer and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following Within ninety (90) days following the Closingdate of this Agreement, Purchaser Parent shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, Seller Agent a written schedule for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable each Seller setting forth a proposed allocation of the Purchase Price and other consideration paid in exchange for payable to such Seller among the Purchased Assets, prepared in accordance Acquired Assets to be acquired from such Seller which schedule shall be consistent with Section 1060, and if applicable, Section 338, the provisions of the Tax Code Exhibit E (the “Parent’s Proposed Allocation”). The applicable Seller shall have Within thirty (30) days after following the delivery receipt by Seller Agent of the Allocation Parent’s Proposed Allocation, Seller Agent shall deliver to review and consent Parent a revised schedule, consistent with Exhibit E (“Seller’s Proposed Allocation”), reflecting any proposed changes to the Allocation in writingParent’s Proposed Allocation, which consent if accepted by Parent shall not be unreasonably withheld, conditioned or delayedthe final allocation (the “Final Allocation”). If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller Parent does not consent agree to such Seller’s Proposed Allocation, the applicable Seller parties shall notify Purchaser endeavor, in writing of such disagreement good faith, to agree to a Final Allocation within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any days of such disagreementdelivery. If the Parties agreement cannot resolve a disagreement under this Section 3.3, such disagreement be reached the Final Allocation shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable determined pursuant to the applicable Seller, and such resolution arbitration provisions of Section 8.4; provided that for purposes of that arbitration (i) the provisions of Exhibit E shall be final applied by the arbitrator (except to the to the extent the arbitrator determines that they must be varied to result in allocations which would be considered reasonable for tax and binding on accounting purposes, in which case they shall be varied to the Partiesminimum extent necessary) and (ii) the arbitrator shall take into consideration, as a factor (but not a strict limitation) in reaching its conclusion the standards regularly applied by Parent’s independent public accountants and the desire for consistency between parties. The fees parties shall report for all tax and expenses of such accounting firm shall be borne equally by Purchaserpurposes consistently with the Final Allocation, on except to the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above extent required to be furnished do otherwise by Parent’s auditors or independent accountants or following a determination by any taxing authority that such reporting position is contrary to any Taxing Authority in connection with the transactions contemplated hereinapplicable tax law.

Allocation. Following The Purchase Price and the ClosingAssumed Liabilities shall be allocated among the Assets and any other rights acquired pursuant to this Agreement as shown on an allocation schedule (the “Allocation Schedule”) to be prepared by IBS in compliance with the rules of Section 1060 of the Code and the treasury regulations promulgated thereunder; provided, Purchaser that in no event shall the amount allocated to the Assets (including goodwill) sold by VISaer (UK) be in excess of the amount of Closing Date Compensation paid to VISaer (UK) at Closing as set forth in Section 4 of the Closing Statement attached as Schedule 5. If, after preparation of the Allocation Schedule, there is an increase or decrease in the allocable consideration required to be in compliance with the rules of Section 1060 of the Code and the treasury regulations promulgated thereunder, then the adjusted allocation consideration shall be allocated as shown on a revised allocation schedule reasonably acceptable to Sellers (the “Revised Allocation Schedule”) to be prepared by IBS in compliance with the rules of Section 1060 of the Code and the treasury regulations promulgated thereunder. The Parties agree to be bound by the allocation set forth in the Allocation Schedule (or the Revised Allocation Schedule if there has been an adjustment to the aggregate consideration). IBS shall prepare and deliver the Allocation Schedule to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code within ninety (the “Allocation”). The applicable Seller shall have thirty (3090) days after the delivery of Closing Date. For Tax purposes, each Party shall report the transactions contemplated in this Agreement in a manner consistent with the Allocation to review and consent Schedule (or the Revised Allocation Schedule if there has been an adjustment to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsaggregate consideration), including the preparation and filing of all applicable forms IRS Form 8594 in accordance with applicable Lawthe Allocation Schedule, including Forms and the filing of an amended IRS Form 8594 and 8023, if applicable, with their respective Tax Returns for in the taxable year that includes the Closing Date and event a Revised Allocation Schedule is prepared. No Party shall take no any position inconsistent therewith in any Tax Return that is inconsistent Return, in any refund claim, or in any litigation with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency Tax authority or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinotherwise.

Allocation. Following Except in the Closingcase of a Special Mandatory Purchase, Purchaser shall prepare if this Note is to be subject to a partial redemption, and deliver to Sellers an allocation as long as the Depositary's nominee holds the certificate representing this Note, the Depositary, after receiving notice of redemption specifying the aggregate consideration among Sellers andprincipal amount of Notes that include this Note to be so redeemed, for any transactions contemplated will determine by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared lot (or otherwise in accordance with Section 1060the procedures of the Depositary) the principal amount of such Notes to be redeemed from the account of each DTC Participant. After making its determination as described above, the Depositary will give notice of such determination to each DTC Participant from whose account such Notes are to be redeemed. Each such DTC Participant, upon receipt of such notice, will in turn determine the principal amount of Notes to be redeemed from the accounts of the beneficial owners of such Remarketed Notes for which it serves as DTC Participant, and if applicablegive notice of such determination to the Remarketing Agent. Unless otherwise specified in Annex A, Section 338with respect to redemption on any date other than an Interest Rate Adjustment Date, notice of redemption shall be given to the registered owner of this Note as provided in or pursuant to the terms of the Tax Code (Indenture. As provided in the “Allocation”)Indenture, notice of redemption as aforesaid may state that such redemption shall be conditioned upon the receipt by the Trustee of the redemption monies on or before the date fixed for such redemption; a notice of redemption so conditioned shall be of no force or effect if such money is not so received. The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent Company shall not be unreasonably withheldrequired to (a) issue, conditioned register the transfer of or delayedexchange Notes of this series during a period beginning at the opening of business fifteen (15) days before any selection of Notes of this series to be redeemed and ending at the close of business on the day of the mailing of the relevant notice of redemption or (b) register the transfer of or exchange any Notes selected for redemption, in whole or in part, except the unredeemed portion of any Note being redeemed in part. In the event of redemption of this Note in part only, a new Note or Notes of this series, of like tenor, for the unredeemed portion hereof will be issued in the name of the registered owner hereof upon the cancellation hereof. OPTIONAL REPAYMENT WHILE IN THE INITIAL INTEREST RATE PERIOD OR IN THE LONG TERM RATE MODE. During the Initial Interest Rate Period, this Note will be subject to repayment at the option of the Holder hereof only to the extent provided and upon the terms set forth in Annex A. Thereafter, so long as this Note bears interest in the Long Term Rate Mode, this Note is subject repayment at the option of the Holder hereof at the times and upon the terms specified at the time of conversion to such Long Term Rate Mode and set forth in Annex A. Notwithstanding the foregoing, for this Note to be repaid at the option of the Holder hereof during any Interest Rate Period, a duly completed election form must be received by the Trustee and delivered to the Company not later than fifteen (15) Business Days prior to the next succeeding Interest Rate Adjustment Date for this Note. The Holder will also provide the Trustee with any additional information as it might reasonably request. If the applicable Seller consents duly completed election form is not so received and delivered by such date, this Note will not be repaid by the Company at the option of the Holder thereof but will be subject to the Allocation, remarketing on such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinnext succeeding Interest Rate Adjustment Date.

Allocation. Following Within sixty (60) days of the Closing, Purchaser the Seller shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller Purchaser a proposed allocation statement (the "Allocation Statement") setting forth the Seller's good faith determination of the Purchase Price manner in which the consideration referred to in Sections 1.2(a) and other consideration paid in exchange for 1.2(b)is to be allocated among the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have Seller, acting in good faith, may amend the Allocation Statement to take into account the Book Value adjustment referred to in Section 1.3 by delivering to the Purchaser, within thirty (30) days after any payment has been made pursuant to Section 1.3(d), written notice of such amendment. If the Purchaser objects to the Allocation Statement, then within fifteen days after the delivery of the Allocation to review and consent Statement, the Purchaser shall deliver a written notice describing in reasonable detail the Purchaser's objections to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedStatement (an "Allocation Objection"). If the applicable Seller consents Purchaser shall not deliver an Allocation Objection to the AllocationSeller within such fifteen day period, the allocation set forth in the Allocation Statement (as such Allocation Statement may be amended pursuant to the immediately preceding sentence) shall be conclusive and binding upon the Purchaser and the Seller for all purposes, and neither the Seller nor the Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filingsany tax return or other document with, including the preparation and filing of all applicable forms in accordance with applicable Lawor make any statement or declaration to, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return governmental body that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocationallocation. If the applicable Purchaser delivers an Objection Allocation to the Seller, and if the Purchaser and the Seller does not consent are unable to such Allocation, agree upon the applicable Seller shall notify Purchaser in writing of such disagreement allocation within such thirty (30) day period, and thereafterdays after an Objection Allocation is delivered to the Seller, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement dispute shall be resolved finally settled by an a mutually acceptable independent accounting firm. The determination by the independent accounting firm chosen by Purchaser and reasonably acceptable to of the applicable Seller, and such resolution Book Value shall be final conclusive and binding on the PartiesPurchaser and the Seller. The Seller and the Purchaser shall each bear and pay 50% of the fees and other expenses of such independent accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other handfirm. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.1.6

Allocation. Following The Purchase Price shall be allocated among the ClosingPurchased Assets as provided in this ---------- Section (the “Asset Allocation”). Upon execution of this Agreement, Purchaser the Emmis Entities and Buyer shall retain the Appraisal Firm to appraise the classes of the Purchased Assets. The Appraisal Firm shall be instructed to perform an appraisal of the classes of Purchased Assets and to deliver a report to the Emmis Entities and Buyer as soon as reasonably practicable (the “Appraisal Report”). Buyer shall pay the fees, costs and expenses of the Appraisal Firm. The Emmis Entities shall use reasonable efforts to make available to Buyer and the Appraisal Firm copies of any appraisals prepared in connection with the Emmis Entities’ acquisition of the Station. Buyer shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of IRS Form 8594 allocating the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 10601060 of the Code and in accordance with the Asset Allocation, and if applicable, Section 338, shall forward it to the Emmis Entities for their approval promptly following the completion of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writingAppraisal Report, which consent approval shall not be unreasonably withheld, conditioned or delayed. If Buyer and the applicable Seller consents to the Allocation, such Seller and Purchaser Emmis Entities shall use such Allocation to prepare and each file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns Federal income tax return for the taxable tax year that includes in which the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; providedoccurs, however, that nothing contained herein shall prevent IRS Form 8594 containing the applicable Seller and Purchaser from settling any proposed deficiency or adjustment information agreed upon by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable parties pursuant to the applicable Seller, and such resolution shall be final and binding on immediately preceding sentence. Buyer agrees to report the Parties. The fees and expenses purchase of such accounting firm shall be borne equally by Purchaser, on the one handPurchased Assets, and the applicable SellerEmmis Entities agree to report the sale of the Purchased Assets, on their respective tax returns in a manner consistent with the other handinformation agreed upon by the parties pursuant to this Section and contained in its respective IRS Form 8594. The applicable Seller Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.9 shall provide Purchaser, and Purchaser shall provide survive the applicable Seller, with a copy Closing for the full period of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinapplicable statute of limitations ----------- plus sixty (60) days.

Allocation. Following No later than sixty (60) days after the Closingdetermination of the Final Closing Purchase Price pursuant to Section 2.6, Purchaser the Buyer shall prepare and deliver provide to the Sellers an allocation of statement that provides the aggregate consideration manner in which the Final Closing Purchase Price, the Assumed Liabilities and all other items required to be taken into account for U.S. federal income Tax purposes (collectively, the “Total Tax Consideration”) shall be allocated among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Acquired Assets, prepared which allocations shall be made in accordance with Section 1060, and if applicable, Section 338, 1060 of the Tax Code and the applicable Treasury Regulations thereunder (the “AllocationAllocation Statement”), provided, however, that the Allocation Statement shall be subject to the review of the Sellers. The applicable Seller shall have If the Sellers do not object to the Allocation Statement by written notice to the Buyer within thirty (30) days after receipt by the delivery Sellers of the Allocation Statement, then the Allocation Statement shall be deemed to review have been accepted and consent agreed upon, and final and conclusive, for purposes of this Agreement. If the Sellers object to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such AllocationStatement, the applicable Seller Sellers shall notify Purchaser the Buyer in writing of their objection to the Allocation Statement and shall set forth in such disagreement within written notice the disputed item, and the Buyer and the Sellers shall act in good faith to resolve any such dispute for a period of thirty (30) day perioddays thereafter. If, and thereafterwithin thirty (30) days of the Sellers’ delivery of a valid written notice of objection to the Allocation Statement, the applicable Seller shall attempt Buyer and the Sellers have not reached an agreement regarding the disputed item or items specified in good faith to promptly resolve any such disagreement. If written notice, the Parties cannot resolve a disagreement under this Section 3.3, such disagreement dispute shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable the Accounting Firm in accordance with the dispute resolution mechanism set forth in Section 2.6(c). In the event that any adjustment to the applicable SellerFinal Closing Purchase Price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), and such resolution the Buyer shall be final and binding on promptly provide the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, Sellers a revised Allocation Statement and the applicable Seller, on the other hand. The applicable Seller principles of this Section 2.7(a) shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required apply to be furnished to any Taxing Authority in connection with the transactions contemplated hereineach such revised Allocation Statement.

Allocation. Following (a) The Purchase Price and the ClosingAssumed Liabilities shall be allocated among the Assets and the Shares as provided in Section 3.7(b). If the Purchase Price is adjusted pursuant to this Agreement, Purchaser then Schedule 3.7 shall be revised to reflect such adjustment, which shall be made to the Assets or Shares to which the adjustment relates to arrive at a revised allocation. Any Section 3.4(e) Adjustment paid pursuant to Section 3.4(e) shall be allocated pro rata among the Assets and Shares that are ultimately transferred pursuant to this Agreement, with such allocation to be made no later than the time at which the final disposition of all Delayed Shares and Delayed Assets is known and all such amounts have been paid. To the extent permitted by Applicable Law, the allocation, as so determined, shall bind the parties for all purposes, including in respect of Tax and UK stamp duty, provided that for Tax and UK stamp duty purposes the parties may make provisional allocations of any Section 3.4(e) Adjustment based on reasonable estimates of the final allocation, and such adjustments as are necessary to conform the provisional allocations to the final allocations. None of Conopco, Buyer or their respective Affiliates shall take a position in any Tax or UK stamp duty proceeding or audit or otherwise that is inconsistent with the allocation made pursuant to this Section 3.7 except as required by Applicable Law and they shall consult with each other with respect to any Tax or UK stamp duty audit, controversy or litigation relating to the allocation. Conopco, Buyer and their respective Affiliates shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for on a basis consistent with the taxable year that includes the Closing Date foregoing allocation, and shall not take no any inconsistent Tax reporting Table of Contents position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment except as required by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such AllocationApplicable Law. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser Each party shall provide the applicable Seller, other with a copy of its proposed Internal Revenue Service Form 8594 relating to this transaction (and any information described above required comparable state, local, or foreign form or schedule) not later than ten days prior to be furnished filing of the Tax Return to any Taxing Authority in connection with which the transactions contemplated hereinform or schedule relates.

Allocation. Following The Final Purchase Price (plus any other amounts properly taken into account under the ClosingCode as purchase price), Purchaser shall prepare be allocated for Tax purposes among the Securities and deliver to Sellers an allocation further among the assets of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared Company in accordance with Section 1060, 755 and if applicable, Section 338, other applicable provisions of the Tax Code and the methodologies set forth on Exhibit I (the “Allocation”). The applicable Seller shall have thirty Within one hundred twenty (30120) days after of the delivery final determination of the Final Closing Date Schedule, the Seller Representative shall provide the Purchaser with a draft of the Allocation to for the Purchaser’s review and consent to the Allocation in writingapproval, which consent approval shall not be unreasonably withheld, conditioned conditioned, or delayed. The Seller Representative and the Purchaser shall work in good faith to resolve any disputes relating to the Allocation within thirty (30) days. If the applicable Seller consents Representative and the Purchaser are unable to resolve any such dispute, such dispute shall be resolved promptly by the Neutral Accountant, provided that the Neutral Accountant shall utilize the methodologies set forth on Exhibit I in determining fair market value. The costs of the Neutral Accountant shall be borne equally by the Sellers on the one hand and Purchaser on the other hand. If the Final Purchase Price is subsequently adjusted, the Seller Representative shall propose a corresponding adjustment to the AllocationAllocation for the Purchaser’s review and approval, provided that if the Purchaser disputes such proposal, such Seller dispute shall be resolved in the same manner as the resolution of any disputes relating to the Allocation as described herein. The Sellers and Purchaser shall use such Allocation to prepare report all Taxes and file all Tax Returns in a timely manner all appropriate Tax filings, including consistent with the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date Allocation and shall take no position inconsistent therewith (including in connection with any audits or examinations by any Tax Return that is inconsistent Authority) other than as (i) required by a Final Determination or (ii) provided in the following sentence. In the event of a proposed deficiency or adjustment by a Tax Authority based on or arising out of the Allocation (“Allocation Dispute”), each of the Seller Representative and the Purchaser shall (i) reasonably cooperate with such Allocationthe other Party in connection with an Allocation Dispute, (ii) defend the Allocation in good faith in connection with any administrative proceeding regarding an Allocation Dispute and (iii) give the other Party prior written notice and an opportunity to provide input on the resolution of the Allocation Dispute; provided, however, that nothing contained herein shall prevent the applicable Seller and Representative or the Purchaser from settling agreeing to a good faith settlement of any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such AllocationAllocation Dispute, and neither the applicable Seller Representative nor the Purchaser shall be required to litigate an Allocation Dispute before any court. For the avoidance of doubt, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser nothing in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement 2.6(a) shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of prevent any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinParty from exercising its rights under Section 9.4.

Allocation. Following If the ClosingRepresentative disagrees with the Allocation, Purchaser the Representative shall prepare give written notice to Buyer of such disagreement and deliver the specific basis for such disagreement within such 30-day period. Should the Representative fail to Sellers an allocation notify Buyer in writing of a disagreement within such 30-day period, the aggregate consideration among Sellers andRepresentative (on behalf of Sellers) shall be deemed to have agreed with Buyer’s Allocation. If the Representative gives written notice to Buyer of a disagreement and the specific basis for such disagreement within such 30-day period, for then Buyer and the Representative shall negotiate in good faith to resolve any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16disputed items. If, Purchaser shall also prepare and deliver to after a period of 20 days following the applicable Seller a date on which the Representative gives Buyer timely notice of such disagreement, any proposed allocation of change remains disputed, then Sellers, collectively on the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060one hand, and if applicableBuyer, Section 338on the other hand, of the Tax Code (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of each be entitled to adopt their own positions regarding the Allocation to review the extent of any differences arising from such disputed items, and consent the Representative (on behalf of Sellers) shall be deemed to have otherwise agreed with the Allocation in writing, which consent shall not be unreasonably withheld, conditioned Buyer’s Allocation. To the extent the Parties agree (or delayed. If the applicable Seller consents Representative (on behalf of Sellers) is deemed to agree) on the Allocation, such Seller Allocation, as agreed to (or deemed to be agreed to) is referred to herein as the “Final Allocation.” Buyer and Purchaser Sellers shall use file all Tax Returns (such Allocation as IRS Form 8594 or any other forms or reports required to prepare and file be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable law (“Section 1060 Forms”) in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is consistent with the Final Allocation and refrain from taking any action inconsistent with such Allocationtherewith, unless otherwise required to do so by applicable law or a “determination” within the meaning of Section 1313(a)(1) of the Code; provided, however, that nothing contained herein (i) Buyer’s cost for the Purchased Assets and the covenant not-to-compete described in Section 6.11 may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the amount so allocated, (ii) the amount realized by Sellers may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for federal income Tax purposes, and (iii) neither Seller or any of its Affiliates nor Buyer or any of its Affiliates will be obligated to litigate any challenge to the final Allocation Schedule by a Taxing authority. Buyer and Sellers shall prevent file such Section 1060 Forms timely and in the manner required by applicable Seller law. Buyer and Purchaser from settling Sellers also shall allocate and report any proposed deficiency or adjustment by adjustments to the Purchase Price in accordance with Section 1060 of the Code and the Treasury Regulations thereunder, and any Governmental Authority based upon or arising out allocations made as a result of such Allocationadjustments (to the extent agreed to or deemed to be agreed to, and neither applying the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser same procedures discussed above in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement 2.8(a)) shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to become part of the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinFinal Allocation.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers (a) Exhibit A sets forth an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price (and all relevant Assumed Liabilities and other consideration paid in exchange for relevant items) among the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code Assets (the “AllocationPreliminary Allocation Schedule”). The applicable Preliminary Allocation Schedule shall be dated or updated, in either instance in a manner mutually acceptable to Seller shall have and Purchaser, as of a date not more than five (5) Business Days prior to the Closing Date. Within thirty (30) days after the delivery final determination of the Final Closing Balance Sheet, Purchaser shall provide Seller a schedule allocating the Purchase Price (and all relevant Assumed Liabilities and other relevant items) among the Purchased Assets (the “Purchase Price Allocation Schedule”) in a manner consistent with the previously approved Preliminary Allocation Schedule. The Preliminary Allocation Schedule and the Purchase Price Allocation Schedule shall be prepared in accordance with the methodologies set forth on Exhibit A. If Seller disagrees with Purchaser’s Purchase Price Allocation Schedule, Seller shall provide notice (the “Allocation Dispute Notice”) to review Purchaser within ten (10) Business Days of the receipt of the Purchase Price Allocation Schedule and consent Purchaser and Seller shall use commercially reasonable efforts to resolve their differences. (b) If Purchaser and Seller fail to agree on an allocation of the Purchase Price within 30 days after Purchaser receives the Allocation in writingDispute Notice, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such then Seller and Purchaser shall use such Allocation jointly submit the disputed matter(s) to prepare and file in a timely manner all appropriate Tax filings, including KPMG LLP or another mutually acceptable nationally recognized independent accounting firm (the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable “Independent Auditor”). Seller and Purchaser from settling any proposed deficiency will furnish, or adjustment by any Governmental Authority based upon cause to be furnished, to the Independent Auditor such work papers, documentation and other reports and information relating to the disputed matter(s) as the Independent Auditor may request or arising out as either of such Allocation, them believes relevant and neither the applicable each of Seller nor and Purchaser shall be required afforded the opportunity to litigate before any courtdiscuss the disputed matter(s) with the Independent Auditor. The Independent Auditor shall make the final determination (the “Auditor’s Allocation Determination”) (A) in reliance upon supporting documentation provided to the Independent Auditor by the parties hereto within 20 Business Days of submission of the disputed matter(s) to the Independent Auditor, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If (B) in writing, (C) available to the applicable Seller does not consent Parties as soon as practicable after the disputed items(s) have been referred to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day periodIndependent Auditor, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser (D) absent manifest error and reasonably acceptable subject to the applicable Sellerfollowing sentence, nonappealable and such resolution shall be final incontestable by the parties hereto and binding on the Partieseach of their respective Affiliates and successors and not subject to collateral attack for any reason. The Any fees and expenses of such accounting firm the Independent Auditor incurred in resolving the disputed matter(s) pursuant to this Section 1.6(b) shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable (c) Purchaser and Seller shall provide Purchaser, and Purchaser shall provide report the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection transactions for Tax purposes consistent with the transactions contemplated hereinPurchase Price Allocation Schedule, as finally determined, or the Auditor’s Allocation Determination, as applicable. To the extent there are any adjustments to the Purchase Price or Assumed Liabilities, including but not limited to, pursuant to the Joint Issues and Reverse Earn Out Payment Agreement, the parties shall make appropriate adjustments to the Purchase Price Allocation Schedule, as finally determined, or the Auditor’s Allocation Determination, as applicable, to reflect such changes.

Allocation. Following (j) If, subsequent to the Closing, Purchaser shall prepare and deliver Buyer or any of its Affiliates (including the Company after the Closing) receives notice of a Tax Proceeding with respect to Sellers (1) any transaction the Company engaged in during a Pre-Closing Tax Period or any Straddle Period for which any Seller could have an allocation of the aggregate consideration among Sellers andindemnification obligation under Article 5 or (2) any Tax Return for a Pre-Closing Tax Period or any Straddle Period, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code then within fifteen (the “Allocation”). The applicable Seller shall have thirty (3015) days after receipt of such notice, Buyer will promptly notify the delivery Sellers’ Representative of such notice in writing. Except in the case of any Income Tax Returns, Buyer will have the right to control the conduct and resolution of any such Tax Proceeding, provided, that Buyer (i) will keep Sellers’ Representative reasonably informed of the Allocation to review progress of such Tax Proceeding and (ii) will not effect any settlement or compromise of any such Tax Proceeding without obtaining Sellers’ Representative’s prior written consent to the Allocation in writingthereto, which consent shall will not be unreasonably withheld, conditioned conditioned, or delayed, if such settlement or compromise could reasonably be expected to increase the liability for Taxes of Sellers or for which the Sellers are responsible under this Agreement, and provided, further, that Sellers’ Representative will have the right to participate, at Sellers’ expense, in the conduct and resolution of any such Tax Proceeding. In the case of a Tax Proceeding involving an Income Tax Return, Sellers’ Representative will have the right to control the conduct and resolution of any such Tax Proceeding, provided, that Sellers’ Representative (i) will keep Buyer reasonably informed of the progress of such Tax Proceeding and (ii) will not effect any settlement or compromise of any such Tax Proceeding without obtaining Buyer’s prior written consent thereto, which will not be unreasonably withheld, conditioned, or delayed. If In the applicable Seller consents to event of any conflict or overlap between the Allocation, such Seller provisions of this Section 6.01(j) and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such AllocationSection 5.03, the applicable Seller shall notify Purchaser in writing provisions of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein6.01(j) will control.

Allocation. Following Buyer and Sellers agree to allocate the ClosingPurchase Price (as finally determined hereunder), Purchaser the Assumed Liabilities, and all other relevant items among the Acquired Assets in accordance with section 1060 of the IRC and the Treasury Regulations thereunder (the “Allocation Principles”). No later than forty five (45) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.7, Buyer shall in good faith prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and the Assumed Liabilities (and all other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, relevant items) as of the Tax Code Closing Date among the Acquired Assets determined in a manner consistent with the Allocation Principles (the “Purchase Price Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to for Sellers’ review and consent approval (such approval not to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed). If the applicable Seller consents Any reasonable comments provided by Sellers to the Allocation, such Seller Buyer under this Section 2.9 shall be considered by the Buyer in good faith. The Purchase Price Allocation (inclusive of any reasonable comments accepted by the Buyer) shall be conclusive and Purchaser shall use such Allocation binding on the parties unless Sellers notify Buyer in writing that Sellers object to prepare and file one or more items reflected in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Purchase Price Allocation, and neither specify the applicable Seller nor Purchaser shall be required to litigate before any courtreasonable basis for such objection, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day perioddays after delivery to Sellers of the Purchase Price Allocation. In the case of such an objection, Sellers and thereafter, the applicable Seller Buyer shall attempt negotiate in good faith to promptly resolve any such disagreementdisputed items. Any resolution by Sellers and Buyer shall be conclusive and binding on the parties once set forth in writing. If Sellers and Buyer are unable to resolve all disputed items within twenty (20) days after the Parties cannot resolve a disagreement under this Section 3.3delivery of Sellers’ written objection to Buyer, any such disagreement disputed items remaining in dispute shall be resolved by an impartial nationally-recognized firm of independent accounting firm chosen certified public accountants (the “Accounting Firm”) mutually appointed by Purchaser Sellers and reasonably acceptable Buyer. The Accounting Firm shall render a written decision as to the applicable Sellerdisputed items, and such resolution which decision shall be final conclusive and binding on the Partiesparties. The All fees and expenses of such accounting firm relating to the work, if any, to be performed by the Accounting Firm shall be borne equally 50% by Purchaserthe Buyer and 50% by the Sellers. Buyer and Sellers agree (and agree to cause their respective subsidiaries and Affiliate) to prepare, execute, and file IRS Form 8594 and all Tax Returns on a basis consistent with the Purchase Price Allocation, as finally determined hereunder. None of the Parties will take any position inconsistent with the Purchase Price Allocation, as finally determined hereunder, on any Tax Return or in any audit or Tax proceeding, unless otherwise required by a final determination by a Governmental Authority. Notwithstanding the one handforegoing, the Parties recognize that certain allocations may be necessary prior to the above time schedule, such as in the case of any Transfer Tax filings, and agree to reasonably cooperate in determining the applicable Sellerappropriate allocation in a timely manner. Notwithstanding any other provision of this Agreement, on the other hand. The applicable Seller terms and provisions of this Section 2.9 shall provide Purchaser, and Purchaser shall provide survive the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinClosing without limitation.

Allocation. Following the Closing, Purchaser The cost of such appraisal firm shall prepare and deliver to Sellers an allocation be borne by Purchaser. Pfizer shall be provided with a copy of the aggregate consideration among Sellers appraiser's report at least 15 working days prior to Closing and, for any transactions contemplated by this Agreement provided that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver Pfizer consents to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code report (the “Allocation”). The applicable Seller shall have thirty (30) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld), conditioned or delayedthe Section 2.9(ii) Allocation shall be made as specified in the report. If the applicable Seller consents Pfizer does not consent to the Allocationappraiser's report, such Seller Pfizer and Purchaser shall use their best efforts to mutually agree prior to Closing (or, if they fail to reach an agreement prior to Closing, the parties shall mutually agree after Closing) on any changes to be made to the report and the Section 2.9(ii) Allocation shall be made as specified in the report so changed. Working capital adjustments pursuant to Section 2.8 and other post-Closing adjustments, if any, to the Aggregate Purchase Price shall be allocated to the Conveyed Company or to the Asset Selling Corporation to which the adjustment relates, and shall be further allocated (if relevant for purposes of any applicable Law) to the assets to which the adjustment relates. The Aggregate Purchase Price allocation to such Allocation to prepare Conveyed Company or Asset Selling Corporation shall be correspondingly increased or decreased. Pfizer and file in a timely manner all appropriate Tax filingsPurchaser acknowledge that, including the preparation and filing of all applicable forms in accordance with applicable LawGAAP, including Forms 8594 the fair market value of the Purchased Assets is not less than the net book value of the Purchased Assets and 8023that, in accordance therewith, if applicableafter all other adjustments to the Allocation are made, the Allocation with their respective Tax Returns for respect to any Asset Selling Corporation, when expressed in the taxable year that includes relevant local currency at the rate of exchange used to determine Final Working Capital, is less than the local currency net book value, determined in accordance with GAAP, of the Purchased Assets of such Asset Selling Corporation as of the Closing Date and shall take no position in any Tax Return that is inconsistent Date, then the Allocation with respect to such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser Asset Selling Corporation shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent adjusted so that it is equal to such Allocation, local currency net book value converted at the applicable Seller shall notify Purchaser in writing rate of such disagreement within such thirty (30) day period, exchange used to determine Final Working Capital and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall corresponding adjustment will be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable made to the applicable Seller, Allocation pro rata with respect to Xxxxxx-Xxxxxxx Company and such resolution shall be final and binding Xxxxxx Xxxxxxx Trading Co. Ltd. based on the Partiestheir relative Aggregate Purchase Price allocation. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.ARTICLE III

Allocation. Following The Purchase Price (plus all other capitalizable costs and all Assumed Liabilities to the Closing, Purchaser shall prepare and deliver extent properly taken into account pursuant to Sellers an allocation the Code) will be allocated for Tax purposes among the Acquired Assets in accordance with Section 1060 of the aggregate consideration among Sellers andCode, for any transactions contemplated as mutually agreed upon by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare Buyer and deliver to the applicable Seller a proposed allocation Seller. No portion of the Purchase Price and other consideration paid shall be allocated in exchange for respect of the Purchased AssetsLease Assignments. Seller shall submit a proposed allocation to Buyer not more than ninety (90) days after the date on which the Actual Net Working Capital Amount is finally determined pursuant to Section 3.3(c) or Section 3.3(d), prepared in accordance with Section 1060as the case may be, and if applicable, Section 338, of the Tax Code (the “Allocation”)such proposed allocation shall be subject to consent from Buyer. The applicable Seller Buyer shall have thirty (30) days after from notice of such proposed allocation to object thereto. Any such objection shall be made by written notice to Seller and shall specify, in reasonable detail, the delivery specific areas of Buyer’s disagreement with Seller’s proposed allocation and the reasons therefor. Seller and Buyer shall negotiate in good faith to resolve any dispute relating to the proposed allocation (and any adjustments necessitated by adjustments to the Purchase Price); provided, that if Seller and Buyer are unable to resolve any such dispute, neither Buyer nor Seller shall be bound by any portion of the Allocation to review proposed allocation as prepared by Seller, and consent to each party may independently determine its own allocation of the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayedPurchase Price and file its Tax Returns (and Tax Returns of its Affiliates) using alternative allocations of its choosing. If (a) Buyer does not timely object to Seller’s proposed allocation, or (b) Buyer does timely object but the applicable Seller consents parties ultimately agree to an allocation of the AllocationPurchase Price (in either case, such Seller and Purchaser an allocation, the “Allocation”), the parties shall use such Allocation to prepare and file all Tax Returns (including Internal Revenue Service Form 8594) in a timely manner all appropriate Tax filings, including consistent with the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser a party from settling any proposed deficiency or adjustment by any Governmental Authority taxing authority based upon or arising out of such the Allocation, and neither the applicable Seller nor Purchaser party shall be required to litigate before any court, court any proposed deficiency or adjustment by any Taxing Authority a taxing authority challenging such Allocation. If Each of the applicable Seller does not consent parties shall notify the other if it receives notice that any tax authority proposes any allocation different from that set forth in the Allocation and any adjustments thereto agreed to such Allocationby the parties. In the event of any adjustment to the Purchase Price pursuant to Section 3.3 or ARTICLE VIII, the applicable Seller Allocation shall notify Purchaser be adjusted in writing of such disagreement within such thirty (30) day period, and thereafter, accordance with the applicable Seller shall attempt principles set forth in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein3.4.

Allocation. Following (a) As soon as practicable after the Closingdate of this Agreement, Purchaser Xxxxxx shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller New Mylan a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, Consideration Shares among each of the Tax Code Share Sellers (in respect of the transfer of each Acquired Company) and the French Business IP Seller (the “Share Allocation”). The applicable Seller Such Share Allocation shall have be based on Xxxxxx’x good faith estimate of the relative fair market values of the assets of each Acquired Company and Acquired Company Subsidiary deemed transferred for U.S. federal income Tax purposes in the Reorganization, the French Business IP and any other assets transferred or deemed transferred to New Mylan at the Closing. If New Mylan does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within thirty (30) days after the delivery receipt of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Share Allocation, the applicable Seller Parties agree that the Share Allocation shall notify Purchaser in writing be deemed the Final Share Allocation for all purposes hereunder. Prior to the end of such disagreement thirty (30) day period, New Mylan may accept the Share Allocation by delivering written notice to that effect to Xxxxxx, in which case the Share Allocation shall be deemed the Final Share Allocation for all purposes hereunder when such notice is given. If New Mylan delivers an Allocation Dispute Notice to Xxxxxx within such thirty (30) day period, Xxxxxx and thereafter, New Mylan shall use reasonable best efforts to resolve such dispute during the applicable Seller shall attempt in good faith to promptly resolve any such disagreementthirty (30) day period commencing on the date Xxxxxx receives the Allocation Dispute Notice from New Mylan. If Xxxxxx and New Mylan do not agree upon a final resolution with respect to the Parties cannot resolve a disagreement under this Section 3.3Share Allocation within such thirty (30) day period, such disagreement then the Share Allocation shall be resolved by submitted immediately to an internationally recognized, independent accounting or valuation firm chosen by Purchaser and reasonably acceptable to Xxxxxx and New Mylan (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable Sellerdispute within thirty (30) days after referral of the matter to such Allocation Firm, which determination must be in writing and such resolution must set forth, in reasonable detail, the basis therefor. The terms of the appointment and engagement of the Allocation Firm shall be as mutually agreed upon between New Mylan and Xxxxxx. The determination of the Allocation Firm shall be final and binding on the Partiesbinding, absent manifest error. The dispute resolution under this Section 2.11(a) shall constitute an expert determination under New York CPLR Article 76. Any fees and expenses of such accounting firm payable to the Allocation Firm shall be borne equally by PurchaserNew Mylan and Xxxxxx. The Share Allocation accepted by Xxxxxx and New Mylan or determined by the Allocation Firm, as the case may be, shall be the “Final Share Allocation”. New Mylan and Xxxxxx, on behalf of itself, the one hand, French Business IP Seller and the applicable SellerShare Sellers, on acknowledge that the other hand. The applicable Seller Final Share Allocation shall provide Purchaser, and Purchaser shall provide the applicable Seller, with be done at arm’s length based upon a copy good faith determination of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinfair market value.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the The Purchase Price and those Assumed Liabilities, costs and other consideration paid items included in exchange “consideration” for purposes of Code Section 1060 (the Purchased Assets, prepared “Section 1060 Consideration”) shall be allocated among the Assets in accordance with this Section 1060, and if applicable, Section 338, of the Tax Code 2.5 (the “Allocation”). The applicable Allocation shall be based on the fair market values of the Assets as of the Closing Date as determined and allocated in accordance with Code Section 1060 and the United States Treasury Regulations thereunder, with the fair market values of the Accounts Receivable and Inventory included in the Assets determined in accordance with GAAP such that tangible assets in these categories are valued at book value as of the Closing Date. As soon as reasonably practicable (and in any event within one hundred twenty (120) days) after the Closing Date, Seller and Buyer shall work together in good faith to finalize the Allocation to reflect the final determinations of the fair market values of assets as of the Closing Date and any changes to the Section 1060 Consideration, and the Allocation as so finalized shall become the “Final Allocation”, which shall be final and binding upon all the parties. If Seller and Buyer are unable to finalize the Allocation during such one hundred twenty (120) day period, then Seller and Buyer shall submit only those disputed items that have not been resolved to an independent accountant mutually chosen by Seller and Buyer for determination, provided, however, that the basis for dispute shall not include any objection to the methodology used to determine the fair market value of the Accounts Receivable and Inventory. The independent accountant’s determination as to each item of dispute shall be binding on the parties, and the Allocation shall Table of Contents be amended in accordance with the independent accountants’ determination (as to the disputed items) and the agreement of Seller and Buyer (as to the items that are not disputed) and shall become the Final Allocation. If any adjustment is subsequently made to the Section 1060 Consideration pursuant to the terms of this Agreement, Buyer and Seller shall have thirty agree to an amended Allocation in accordance with the above procedures, and such amended allocation (30the “Amended Allocation”) shall replace the Final Allocation. Within fifteen (15) days after the delivery of the Allocation to review and consent to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms has been determined in accordance with applicable Lawthis Section 2.5, including Buyer shall cause to be prepared and delivered to Seller IRS Forms 8594 and 8023any required exhibits thereto, if applicableand any similar forms required under applicable state, local or foreign Legal Requirement governing Taxes, which shall conform to the Final Allocation, and Seller and Buyer shall each timely file: (a) the applicable Form(s) 8594 with the IRS in accordance with the requirements of Code Section 1060; and (b) such other forms with the applicable Governmental Body in accordance with the requirements of the applicable Legal Requirement. Any subsequent adjustment to the Section 1060 Consideration reflected in an Amended Allocation shall be reflected in one or more amended Forms 8594 and applicable state, local or foreign Tax forms that Buyer shall cause to be prepared and delivered to Seller within fifteen (15) days after determination of an Amended Allocation. Seller and Buyer shall, and shall cause their respective Affiliates to, each report, act, and file Tax Returns in all respects and for all purposes (including for purposes of Code Section 704(c)) consistent with the taxable year Final Allocation (or Amended Allocation, as applicable). The parties agree that includes the Closing Date and shall take no they will not take, nor will they permit any of their respective Affiliates to take, for Tax purposes, any position (whether in any audits, Tax Return Returns or otherwise) that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be allocations unless required to litigate before any court, any proposed deficiency or adjustment do so by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated hereinLegal Requirement.

Allocation. Following the Closing, Purchaser shall prepare and deliver to Sellers an The allocation of the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Xxxxxxx Purchase Price and Assumed Liabilities (and any other consideration paid in exchange amounts properly treated as additional purchase price for Tax purposes) among the Purchased Assets, prepared in accordance tangible and intangible assets of Xxxxxxx associated with Section 1060, the Franchise Businesses and if applicable, Section 338, of the Tax Code Noncompete Agreement is attached hereto as Exhibit B (the “Purchase Price Allocation”). The applicable Seller Purchase Price Allocation shall have thirty (30) days after be binding on Parent and Xxxxxxx. Parent shall timely prepare IRS Form 8594 based on the delivery Purchase Price Allocation and deliver a copy of the Allocation such form to review and consent to the Allocation in writingXxxxxxx for Xxxxxxx’x approval, which consent shall not be unreasonably withheld, conditioned or delayed. If Parent and Xxxxxxx agree to timely file the applicable Seller consents agreed upon form with each relevant Taxing Authority and to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in refrain from taking any position on a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is or otherwise inconsistent with such form and the Purchase Price Allocation; provided, however, that (i) nothing contained herein in this Section 1(f) shall prevent the applicable Seller and Purchaser Parent from settling any proposed deficiency or adjustment by any Governmental Authority governmental authority with respect to any Parent Tax Return based upon or arising out of such the Purchase Price Allocation, and neither the applicable Seller nor Purchaser Parent shall not be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority governmental authority with respect to any Parent Tax Return challenging such Allocation. If the applicable Seller does not consent to such Purchase Price Allocation, and (ii) nothing contained in this Section 1(f) shall prevent Xxxxxxx from settling any proposed deficiency or adjustment by any governmental authority with respect to any Xxxxxxx Tax Return based upon or arising out of the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day periodPurchase Price Allocation, and thereafter, the applicable Seller Xxxxxxx shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished litigate before any court, any proposed deficiency or adjustment by any governmental authority with respect to any Taxing Authority in connection with the transactions contemplated hereinXxxxxxx Tax Return challenging such Purchase Price Allocation.

Allocation. Following MNST and Buyer agree to allocate the Closing, Purchaser shall prepare Purchase Price and deliver other capitalizable costs (to Sellers an allocation the extent properly taken into account under Section 1060 of the aggregate consideration among Sellers andCode) amongst the Target Units and MNST Sub Shares based on the relative fair market values of such assets, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant and agree to Section 6.16, Purchaser shall also prepare and deliver to further allocate the applicable Seller a proposed allocation portion of the Purchase Price and other consideration paid in exchange for capitalizable costs allocated to the Purchased Assets, prepared Target Units and the respective liabilities of the Company (to the extent properly taken into account under Section 1060 of the Code) among the respective assets of the Company in accordance with Section 1060Code §1060 and Treasury regulations thereunder (and any comparable provisions of state and local law, and if applicable, Section 338, of the Tax Code as appropriate) (the “Allocation”); provided, that the aggregate amount allocated to the interests in the Company Subs shall not exceed $1,000,000. The applicable Seller Buyer shall have thirty (30) be responsible for determining and preparing the Allocation and shall submit such Allocation to MNST for its review at least 45 days prior to the date such forms are required to be filed; provided that, if MNST does not object within 30 days after the delivery their receipt of the Allocation to review and consent from Buyer, such Allocation shall be treated as the agreed final Allocation. If MNST does object to the Allocation by delivering written notice to Buyer within 30 days after MNST’s receipt thereof, Buyer and MNST shall work in writinggood faith and shall use commercially reasonable efforts to agree on mutually agreed Allocation; provided that, if Buyer and MNST cannot, within 30 days, agree on mutually agreed Allocation, all items of such Allocation on which the parties do not mutually agree shall be submitted to a nationally known independent accounting firm mutually acceptable to Buyer and MNST (the “Third Party Accountant”) for resolution within 10 days of submission thereto, which consent resolution shall be made based solely upon the submissions made by Buyer and MNST, and not be unreasonably withheldupon an independent determination by the Third Party Accountant, conditioned or delayedand Buyer and MNST shall pay equal shares of the costs of the Third Party Accountant. If the applicable Seller consents to Buyer and MNST shall report, act, and file in all respects and for all purposes consistent with the Allocation, such Seller unless otherwise required by Law. MNST and Purchaser shall use such Allocation Buyer agree to prepare (i) be bound by the Allocation, and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms (ii) act in accordance with applicable Lawthe Allocation in the preparation, including Forms filing and audit of any Tax return (including, without limitation filing Form 8594 and 8023, if applicable, with their respective its federal income Tax Returns return for the taxable year that includes the Closing Date date of the Closing). MNST shall timely prepare and shall take no position in any Tax Return that is inconsistent with such deliver all documents and other information Buyer may reasonably request to prepare the Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser, on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information described above required to be furnished to any Taxing Authority in connection with the transactions contemplated herein.

Allocation. Following (a) The Gross Consideration and any Assumed Liability or other amount that is properly included in the Closingamount realized by Seller or cost basis to Buyer with respect to the sale, Purchaser contribution and purchase of the Purchased Assets (the “Tax Purchase Price”) shall be allocated among the Purchased Assets in accordance with Treasury Regulations § 1.1060-1(c) and the methodology set forth on Schedule 2.5. Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers an Seller a draft IRS Form 8594 reflecting the allocation of the aggregate consideration among Sellers and, for Tax Purchase Price consistent with the principles of this Section 2.5 and the methodology set forth on Schedule 2.5 and taking into account any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction allocation of the Gross Consideration made pursuant to Section 6.167.2(f). If Seller does not give written notice to Buyer within 15 days after receipt from Buyer of such draft IRS Form 8594 that Seller disagrees with any part or all of such allocation, Purchaser then such allocation as so proposed by Buyer shall also prepare be deemed agreed by Seller and deliver Buyer for purposes of this Section 2.5. If Seller does so give notice of any such objection, then from that time until the expiration of 120 days after Seller gives such notice, Buyer and Seller shall negotiate in good faith to reach mutual agreement regarding any matters subject to such objection and the applicable Seller a proposed allocation of the Tax Purchase Price and other consideration paid in exchange for consistent with the Purchased Assets, prepared in accordance with requirements of this Section 10602.5, and if applicableBuyer and Seller do reach such agreement within such period, then the allocation so agreed upon shall be deemed agreed by the Parties for purposes of this Section 3382.5. In the event that Seller does give notice of any such objection and Buyer and Seller are unable to reach agreement on all such matters, then the allocation of the Tax Code Purchase Price, to the extent not so agreed, shall be determined by Xxxxx Xxxxxxx LLP, independent public accountants, or, if Buyer and Seller are unable to engage the Independent Accountants for any reason, then Buyer and Seller will each designate nationally or regionally recognized independent accountants with whom no Party has any current professional relationship, then the independent will be chosen by lot (the “AllocationIndependent Accountants”). The applicable Seller Parties agree that they shall have thirty jointly instruct the Independent Accountants to (30A) days after the delivery make their determination of the Allocation to review and consent to allocation of the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms Purchase Price in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position methodology set forth in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such AllocationSection 2.5, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Allocation. If the applicable Seller does not consent to such Allocation, the applicable Seller shall notify Purchaser (B) render a final resolution in writing of such disagreement within such thirty to Buyer and Seller (30) day period, and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable to the applicable Seller, and such which final resolution shall be final requested by Buyer and Seller to be delivered not more than 30 days following submission of such disputed matters), which shall be final, conclusive and binding on the PartiesParties with respect to the allocation of the Tax Purchase Price as finally determined by the Independent Accountants in accordance with the methodology set forth on Section 2.5. The Independent Accountants will determine the allocation of its fees and expenses to the respective Parties based on the inverse of the percentage that the Independent Accountants’ resolution of the disputed items (before such allocation) bears to the total amount of the disputed items as originally submitted to the Independent Accountants. (For example, if the total amount of the disputed items as originally submitted to the Independent Accountants equals $1,000 and the Independent Accountants awards $600 in favor of Seller’s position, sixty percent (60%) of the fees and expenses of such accounting firm shall the Independent Accountants would be borne equally by Purchaser, on Buyer and forty percent (40%) of the one hand, fees and expenses of the applicable Independent Accountants would be borne by Seller, on ). Judgment upon any decision by the other handIndependent Accountants may be enforced by any court having jurisdiction thereof. The applicable final allocation of Tax Purchase Price as agreed upon by Buyer and Seller shall provide Purchaser, and Purchaser shall provide or as determined by the applicable Seller, with a copy of any information described above required Independent Accountants is hereinafter referred to be furnished to any Taxing Authority in connection with as the transactions contemplated herein“Allocation.”

Allocation. Following Consistent with the ClosingIntended Tax Treatment, the parties hereto agree that the Purchase Price, as adjusted pursuant to this Agreement, plus any other items that are required for federal income Tax purposes to be treated as consideration for the purchase of the Company’s assets (the “Total Allocable Price”), shall be allocated (the “Allocation”) among the assets of the Company in a manner consistent with the principles of Section 1060 of the Code (and any similar provision of state or local law, as appropriate) based upon the relative fair market values thereof in accordance with the methodology set forth on Schedule 6.7. Within sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver to the Sellers an allocation of prompt review and comment, the aggregate consideration among Sellers and, for any transactions contemplated by this Agreement that do not constitute an Agreed G Transaction pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a proposed allocation of the Purchase Price and other consideration paid in exchange for the Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of the Tax Code draft Allocation (the “Draft Allocation”)) and all supporting schedules for such Draft Allocation. The applicable Seller Sellers shall have thirty (30) days after the delivery receipt of the Draft Allocation to review and consent propose in good faith any changes to the Allocation in writing, which consent shall not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely manner all appropriate Tax filings, including the preparation and filing of all applicable forms in accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their respective Tax Returns for the taxable year that includes the Closing Date and shall take no position in any Tax Return that is inconsistent with such Allocation; provided, however, that nothing contained herein shall prevent the applicable Seller and Purchaser from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate before any court, any proposed deficiency or adjustment by any Taxing Authority challenging such Purchaser’s Draft Allocation. If the applicable Seller does Sellers do not consent object to such Allocation, the applicable Seller shall notify Purchaser in writing of such disagreement Draft Allocation within such thirty (30) day period, and thereaftersuch Draft Allocation shall become final. If the Sellers object to any portion of the Draft Allocation in writing within thirty (30) days after receipt of the Draft Allocation, the applicable Seller Purchaser and the Sellers shall attempt act in good faith to promptly resolve any such disagreementdispute in the thirty (30) days following the Purchaser’s receipt of the Sellers written objection. If the Parties cannot resolve a disagreement under this Section 3.3, such disagreement shall be resolved by an independent accounting firm chosen by Purchaser and reasonably acceptable the Sellers do not reach agreement within such thirty (30) day period with respect to all items objected to by the Sellers with respect to the applicable SellerDraft Allocation, the Purchaser and such resolution shall be final and binding on the PartiesSellers will jointly select a certified public accountant of regional reputation (the “Accountant”) to determine any items upon which agreement has not been so reached. The Accountant shall determine all items upon which agreement has not been so reached with respect to the Draft Allocation within thirty (30) days after the submission of such items to the Accountant. The Purchaser and the Sellers shall each bear fifty percent (50%) of the fees and expenses of such accounting firm the Accountant. The Purchaser and the Sellers shall each bear one hundred percent (100%) of their own related expenses other than expenses related to the Accountant. The Parties will file timely any forms and statements required under federal, state and local income Tax Laws consistent with the Draft Allocation as agreed to or as finally determined by the Accountant, as the case may be borne equally (the “Final Allocation Schedule”). The Final Allocation Schedule will be revised to take into account any subsequent adjustments to the Purchase Price and any changes to the assumed liabilities or other consideration required to be taken into account under applicable Law, in the manner provided by Sections 751(a) and 1060 of the Code and the Treasury Regulations thereunder. The Purchaser, on the one hand, and the applicable SellerSellers, on the other hand. The applicable Seller shall provide Purchaser, and Purchaser shall provide each agree to promptly notify the applicable Seller, with a copy other in writing upon receipt of notice of any information described above required to be furnished to any Taxing Authority in connection with pending or threatened Tax audit or assessment challenging the transactions contemplated hereinFinal Allocation Schedule.