Common use of Closing Consideration Allocation Clause in Contracts

Closing Consideration Allocation. For purposes of applying Section 1060 of the Code and the Treasury Regulations promulgated thereunder and allocating the Closing Consideration for U.S. federal Income Tax purposes, the respective fair market values of the assets of the Group Companies and Blocker as of the Closing Date shall be determined in accordance with the Allocation Schedule. The portion of the Closing Consideration (as finally determined hereunder) (plus any assumed liabilities and other items required to be taken into account for income tax purposes) allocated to the Company Units (other than the Company Units owned by Blocker) shall be allocated among the assets of the Group Companies in accordance with the principles of Code Sections 1060, 743, 754 and 755 and the Treasury Regulations thereunder and the methodology set forth on the Exhibit J (the “Allocation Methodology”). Within ninety (90) days following the Closing Date, the Sellers Representative shall deliver to Buyer a statement setting forth the portion or amount of the Closing Consideration allocated to the sale of the assets of the Group Companies in accordance with the Allocation Methodology (the “Allocation Statement”). Within thirty (30) days after receipt of the Allocation Statement, Buyer shall notify the Sellers Representative of any objection, specifying in reasonable detail the nature and basis of such objection, to any items set forth in the Allocation Statement. If a timely objection has not been made by the Buyer, the Allocation Statement shall become final and binding on the Parties (the Allocation Statement as finally agreed or resolved pursuant to this Section 9.08, the “Final Allocation”). If a timely objection has been made by ▇▇▇▇▇, then ▇▇▇▇▇ and the Sellers Representative agree to consult in good faith to resolve any disputes with respect to the Allocation Statement. If Buyer and the Sellers Representative cannot agree upon the Allocation Statement within fifteen (15) days after Buyer delivers its objection(s) to the Sellers Representative (or such later time as Buyer and the Sellers Representative may agree), the Allocation Statement shall be submitted to the Independent Accountant for determination in accordance the Allocation Methodology and with the dispute resolution processes described in Section 3.05(c) applied mutatis mutandis. Once the Final Allocation is finalized in accordance with the above procedures, no Buyer Party nor any Seller Parties nor any of their respective Affiliates (including the Group Companies) shall take any action or position inconsistent with the Final Allocation on any Tax Return or before any Taxing Authority, except as required in connection with a determination within the meaning of Section 1313(a) of the Code or analogous provisions of state, local or foreign Tax law. ▇▇▇▇▇ and the Sellers Representative shall promptly inform one another in writing of any challenge by any Taxing Authority to the Final Allocation and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal, or submission with respect to, any such challenge.

Closing Consideration Allocation. For purposes of applying Section 1060 (i) In connection with the purchase and sale of the Code and Equity of the Treasury Regulations promulgated thereunder and allocating Companies, as promptly as possible after Closing, Buyer shall provide to Seller a statement (a “Tax Allocation Statement”) specifying the Closing Consideration allocation of the purchase price for U.S. federal Income Tax purposes, the respective fair market values of income tax purposes (as adjusted pursuant to payments made between Buyer and Seller pursuant to this Agreement) among the assets of the Group Companies and Blocker as of the Closing Date shall be determined in accordance with the Allocation Schedule. The portion of the Closing Consideration held (as finally determined hereunder) (plus any assumed liabilities and other items required to be taken into account for U.S. federal income tax purposes) allocated by CMG and CIH (solely for purposes of this Section 4.15(e)(i), without regard to the Company Units Elections) and the covenants of Seller contained in Section 4.16. Within fifteen business days following the receipt of such Tax Allocation Statement, Seller shall have the right to object to such statement (other by written notice to Buyer). If Seller does not object by written notice to the Tax Allocation Statement within such time period, such statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such objection shall only be that the Tax Allocation Statement is materially inconsistent with Schedule 4.15(e)(i). If Seller objects to a Tax Allocation Statement presented by Buyer, it shall notify the Buyer of such disputed item (or items) (in such written notice) and the basis for its objection and Buyer and Seller shall act in good faith to resolve any such dispute within the thirty day period thereafter. If, within thirty days of Seller’s delivery of a notice of objection to a Tax Allocation Statement, the parties have not reached an agreement regarding such allocations, the dispute shall be presented to the Independent Accounting Firm that will determine which parties’ proposed allocation is more consistent with Schedule 4.15(e)(i) and such allocation shall then become the final “Tax Allocation Statement”. The parties shall cause the Independent Accounting Firm to make a determination within thirty days but in no event later than five days prior to the Company Units owned Due Date of any Tax Return for which such allocation would be relevant. The fees and expenses of such accounting firm shall be paid fifty percent by BlockerSeller and fifty percent by Buyer. In the event any Closing Consideration adjustment occurs pursuant to the terms of this Agreement, Buyer shall provide Seller a revised Tax Allocation Statement consistent with Schedule 4.15(e)(i) and the principles of this Section 4.15(e)(i) shall apply to each such revised statement. (ii) In connection with an Election, as promptly as practicable after the Closing, Buyer shall provide to Seller a statement (a “Section 338(h)(10) Allocation Statement”) specifying the proposed manner in which the “aggregate deemed sales price”, as defined in Treasury Regulations Section 1.338-4, shall be allocated among the assets of the Group Companies each such Subsidiary for which an Election is made, which allocations shall be made in accordance with Section 338(b) of the principles of Code Sections 1060, 743, 754 and 755 and the any applicable Treasury Regulations thereunder and shall be consistent with the methodology set forth on the Exhibit J (the “Tax Allocation Methodology”)Statement determined pursuant to Section 4.15(e)(i) hereof. Within ninety (90) fifteen business days following the Closing Date, the Sellers Representative shall deliver to Buyer a statement setting forth the portion or amount of the Closing Consideration allocated to the sale of the assets of the Group Companies in accordance with the Allocation Methodology (the “Allocation Statement”). Within thirty (30) days after receipt of the such Section 338(h)(10) Allocation Statement, Buyer Seller shall have the right to object that such statement is not consistent with Schedule 4.15(e)(ii) (by written notice to Buyer). If Seller does not object by written notice to a Section 338(h)(10) Allocation Statement within such time period, such statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such Section 338(h)(10) Allocation Statement shall be subject to adjustment upon and as a result of any Closing Consideration adjustment pursuant to this Agreement. If Seller objects to a Section 338(h)(10) Allocation Statement presented by Buyer, it shall notify the Sellers Representative of any objection, specifying in reasonable detail the nature and basis Buyer of such objection, to any items set forth disputed item (or items) (in the Allocation Statement. If a timely objection has not been made by the Buyer, the Allocation Statement shall become final and binding on the Parties (the Allocation Statement as finally agreed or resolved pursuant to this Section 9.08, the “Final Allocation”). If a timely objection has been made by ▇▇▇▇▇, then ▇▇▇▇▇ such written notice) and the Sellers Representative agree to consult basis for its objection and Buyer and Seller shall act in good faith to resolve any disputes with respect such dispute for the thirty day period thereafter. If, within thirty days of Seller’s delivery of a notice of objection to the a Section 338(h)(10) Allocation Statement. If Buyer and the Sellers Representative cannot agree upon the Allocation Statement within fifteen (15) days after Buyer delivers its objection(s) to the Sellers Representative (or such later time as Buyer and the Sellers Representative may agree), the Allocation Statement parties have not reached an agreement regarding such allocations, the dispute shall be submitted presented to the Independent Accountant for determination in accordance the Allocation Methodology and with the dispute resolution processes described in Section 3.05(c) applied mutatis mutandis. Once the Final Allocation is finalized in accordance with the above procedures, no Buyer Party nor any Seller Parties nor any of their respective Affiliates (including the Group Companies) shall take any action or position inconsistent with the Final Allocation on any Tax Return or before any Taxing Authority, except as required in connection with a determination within the meaning of Section 1313(a) Accounting Firm that will determine which of the Code or analogous provisions of state, local or foreign Tax law. ▇▇▇▇▇ and the Sellers Representative shall promptly inform one another in writing of any challenge by any Taxing Authority to the Final Allocation and agree to consult parties’ proposed allocations are more consistent with and keep one another informed with respect to the status ofSchedule 4.15(e)(ii), and any discussion, proposal, or submission with respect to, any such challenge.allocation shall become the final Section 338(h)(10)

Closing Consideration Allocation. For purposes of applying Section 1060 (i) In connection with the purchase and sale of the Code and Equity of the Treasury Regulations promulgated thereunder and allocating Companies, as promptly as possible after Closing, Buyer shall provide to Seller a statement (a “Tax Allocation Statement”) specifying the Closing Consideration allocation of the purchase price for U.S. federal Income Tax purposes, the respective fair market values of income tax purposes (as adjusted pursuant to payments made between Buyer and Seller pursuant to this Agreement) among the assets of the Group Companies and Blocker as of the Closing Date shall be determined in accordance with the Allocation Schedule. The portion of the Closing Consideration held (as finally determined hereunder) (plus any assumed liabilities and other items required to be taken into account for U.S. federal income tax purposes) allocated by CMG and CIH (solely for purposes of this Section 4.15(e)(i), without regard to the Company Units (other than the Company Units owned by BlockerElections) shall be allocated among the assets of the Group Companies in accordance with the principles of Code Sections 1060, 743, 754 and 755 and the Treasury Regulations thereunder and the methodology set forth on the Exhibit J (the “Allocation Methodology”)covenants of Seller contained in Section 4.16. Within ninety (90) fifteen business days following the Closing Date, the Sellers Representative shall deliver to Buyer a statement setting forth the portion or amount of the Closing Consideration allocated to the sale of the assets of the Group Companies in accordance with the Allocation Methodology (the “Allocation Statement”). Within thirty (30) days after receipt of the such Tax Allocation Statement, Buyer Seller shall have the right to object to such statement (by written notice to Buyer). If Seller does not object by written notice to the Tax Allocation Statement within such time period, such statement shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes of this Agreement; provided, however, that such objection shall only be that the Tax Allocation Statement is materially inconsistent with Schedule 4.15(e)(i). If Seller objects to a Tax Allocation Statement presented by Buyer, it shall notify the Sellers Representative of any objection, specifying in reasonable detail the nature and basis Buyer of such objection, to any items set forth disputed item (or items) (in the Allocation Statement. If a timely objection has not been made by the Buyer, the Allocation Statement shall become final and binding on the Parties (the Allocation Statement as finally agreed or resolved pursuant to this Section 9.08, the “Final Allocation”). If a timely objection has been made by ▇▇▇▇▇, then ▇▇▇▇▇ such written notice) and the Sellers Representative agree to consult basis for its objection and Buyer and Seller shall act in good faith to resolve any disputes with respect such dispute within the thirty day period thereafter. If, within thirty days of Seller’s delivery of a notice of objection to the a Tax Allocation Statement. If Buyer and the Sellers Representative cannot agree upon the Allocation Statement within fifteen (15) days after Buyer delivers its objection(s) to the Sellers Representative (or such later time as Buyer and the Sellers Representative may agree), the Allocation Statement parties have not reached an agreement regarding such allocations, the dispute shall be submitted presented to the Independent Accountant for Accounting Firm that will determine which parties’ proposed allocation is more consistent with Schedule 4.15(e)(i) and such allocation shall then become the final “Tax Allocation Statement”. The parties shall cause the Independent Accounting Firm to make a determination within thirty days but in accordance no event later than five days prior to the Allocation Methodology and with the dispute resolution processes described in Section 3.05(c) applied mutatis mutandis. Once the Final Allocation is finalized in accordance with the above procedures, no Buyer Party nor any Seller Parties nor any Due Date of their respective Affiliates (including the Group Companies) shall take any action or position inconsistent with the Final Allocation on any Tax Return or before for which such allocation would be relevant. The fees and expenses of such accounting firm shall be paid fifty percent by Seller and fifty percent by Buyer. In the event any Taxing AuthorityClosing Consideration adjustment occurs pursuant to the terms of this Agreement, except as required in Buyer shall provide Seller a revised Tax Allocation Statement consistent with Schedule 4.15(e)(i) and the principles of this Section 4.15(e)(i) shall apply to each such revised statement. (ii) In connection with an Election, as promptly as practicable after the Closing, Buyer shall provide to Seller a determination within the meaning of statement (a “Section 1313(a) of the Code or analogous provisions of state, local or foreign Tax law. ▇▇▇▇▇ and the Sellers Representative shall promptly inform one another in writing of any challenge by any Taxing Authority to the Final Allocation and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal, or submission with respect to, any such challenge.338(h)

Closing Consideration Allocation. For The parties hereto agree to allocate the portion of the Aggregate Merger Consideration (as finalized pursuant to Section 1.11) and all liabilities and other amounts constituting consideration for federal income Tax purposes allocable to the Units (other than the Units owned by the Blockers) among the assets of applying Section the Company and any applicable Subsidiaries thereof in accordance with the principles of Sections 755 and 1060 of the Code and the Treasury Regulations promulgated thereunder and allocating the Closing Consideration for U.S. federal Income Tax purposes, the respective fair market values of the assets of the Group Companies and Blocker as of the Closing Date shall be determined in accordance with the Allocation Schedule. The portion of the Closing Consideration (as finally determined hereunder) (plus any assumed liabilities and other items required to be taken into account for income tax purposes) allocated to the Company Units (other than the Company Units owned by Blocker) shall be allocated among the assets of the Group Companies in accordance with the principles of Code Sections 1060, 743, 754 and 755 and the Treasury Regulations thereunder and the methodology set forth on Schedule 6.08(f) of the Exhibit J (the “Allocation Methodology”)Disclosure Schedules. Within ninety (90) days following after the Closing DateStatement is finalized pursuant to Section 1.11, the Sellers Buyer will provide Seller Representative shall deliver to Buyer with a statement setting forth the portion or amount of the Closing Consideration allocated to the sale of the assets of the Group Companies draft allocation prepared in accordance with Schedule 6.08(f) of the Allocation Methodology Disclosure Schedules (the “Allocation StatementDraft Closing Consideration Allocation”). Within The parties intend and agree that (i) neither Buyer nor its Affiliates will be deemed to receive a payment from the Unitholders in exchange for assuming any deferred revenue of the Company Entities and (ii) no portion of the Aggregate Merger Consideration is allocable to assets that are excluded from the definition of “installment sale” under Section 453(b)(2) of the Code. The Draft Closing Consideration Allocation will be binding upon Buyer, the Company, and Seller Representative unless Seller Representative, within thirty (30) days after of receipt of the Draft Closing Consideration Allocation, provides to Buyer written notice of its objection to the Draft Closing Consideration Allocation Statementand the reasons therefor, in which event Buyer and Seller Representative shall notify the Sellers Representative of any objection, specifying endeavor in reasonable detail the nature and basis of such objection, good faith to any items set forth in the Allocation Statement. If a timely objection has not been made by the Buyer, the Allocation Statement shall become final and binding on the Parties agree upon an allocation schedule (the Allocation Statement as finally agreed or resolved pursuant to this Section 9.08, the “Final Closing Consideration Allocation”). If a timely objection has been made by ▇▇▇▇▇, then ▇▇▇▇▇ and the Sellers Representative agree to consult in good faith to resolve any disputes with respect to the Allocation Statement. If Buyer and the Sellers Seller Representative cannot agree upon the Allocation Statement resolve such objection within fifteen thirty (1530) days after Buyer delivers its objection(s) to the Sellers Representative (or such later time as Buyer and the Sellers Representative may agree)of Buyer’s receipt of written notice of objection, the Allocation Statement item in question shall be submitted to resolved by the Independent Dispute Resolution Accountant for determination in accordance the Allocation Methodology and with the dispute resolution processes described in Section 3.05(c) applied mutatis mutandis. Once the Final Allocation is finalized in accordance with the above procedures, no Buyer Party nor any Seller Parties nor any of their respective Affiliates (including the Group Companies) Section 1.11(d). The parties hereto shall take any action or position inconsistent file all Tax Returns in a manner consistent with the Final Closing Consideration Allocation on any Tax Return or before any Taxing Authority, except as unless otherwise required in connection with pursuant to a determination “determination” within the meaning of Section 1313(a) of the Code or analogous provisions the good faith resolution of statea Tax proceeding. If the Aggregate Merger Consideration is adjusted pursuant to this Agreement, local or foreign Tax law. ▇▇▇▇▇ the Final Closing Consideration Allocation shall be adjusted as appropriate and the Sellers Buyer and Seller Representative shall promptly inform one another cooperate in writing of any challenge by any Taxing Authority to the Final Allocation and agree to consult with and keep one another informed with respect to the status of, and any discussion, proposal, or submission with respect to, good faith in making any such challengeadjustments.