Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) Purchaser a proposed allocation of the Assumed Liabilities Purchase Price by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (together the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceAllocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase PriceAllocation, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase PriceAllocation. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase PriceAllocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase PriceAllocation”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. (a) As soon as practicable Promptly after the date of this AgreementClosing Date, Buyer and Seller shall jointly retain Opportune LLP (the “Allocation Firm”) to prepare and deliver to Purchaser: (i) a proposed the allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation liabilities of the Initial Purchase Price. The Estimated Allocation of Company and any other amounts treated as consideration for U.S. federal income tax purposes among the Initial Purchase Price shall be prepared Company Assets for Tax purposes in accordance a manner consistent with the principles of Section Sections 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute thereunder (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation FirmAllocation”). The Allocation Firm In connection therewith, Buyer and Seller shall be requested to render a determination of enter into an engagement letter with the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, the terms of which determination must shall be in writing mutually agreed upon by Buyer and must set forth, in reasonable detail, the basis thereforSeller. The determination cost of the Allocation Firm shall be final paid by Buyer. Buyer and binding, absent manifest error. Any fees payable Seller shall use Commercially Reasonable Efforts to cause the Allocation Firm to provide such Purchase Price Allocation to the Parties within 120 days after the Closing Date. The Allocation Firm shall be borne equally by prepare the Purchase Price Allocation in reasonable consultation with Seller and PurchaserBuyer prior to delivery of the Purchase Price Allocation. Seller and Buyer agree to (a) amend the Purchase Price Allocation to take into account any subsequent adjustments to the Purchase Price, in the manner consistent with the principles of Sections 1060 of the Code and the U.S. Treasury Regulations thereunder and (b) report the transactions contemplated by this Agreement consistently with the Purchase Price Allocation, as adjusted by the Parties, on all applicable Tax Returns, including Internal Revenue Service Form 8594, Asset Acquisition Statement, and will not assert, and will cause their Affiliates not to assert, in connection with any Tax Proceeding or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth on the Purchase Price Allocation, unless with the agreement of the other Party or otherwise required by applicable Law or a “determination” within the meaning of Section 1313(a)(1) of the Code. The Estimated Allocation Parties shall promptly advise each other regarding the existence of any Tax Proceeding related to the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 90 days thereafter, Purchaser will prepare and deliver to Purchaser: (i) a proposed Sellers, an allocation of schedule setting forth the Assumed Liabilities by country based on an estimate of the fair market values of amounts to be allocated among Sellers and among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Sellers will have 20 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen (15) days after receipt of any objections to the Estimated Proposed Allocation Statement, setting forth in reasonable detail the basis of the Initial Purchase Pricetheir objections. If Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Estimated Proposed Allocation of the Initial Purchase Price shall Schedule will be deemed the Final Allocation of the Initial Purchase Price for conclusive and binding on all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller parties and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be will become the “Final Allocation Statement”. If Sellers submit an Allocation Notice of Objection, then for 20 Business Days after the date Purchaser receives the Allocation Notice of Objection, Purchaser and Sellers will use their commercially reasonable efforts to agree on the allocations. Failing such agreement within 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Sellers, which firm will be instructed to determine its best estimate of the Initial Purchase Price”allocation schedule based on its determination of the unresolved allocations and provide a written description of the basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The Final Allocation fees and expenses of the Initial Purchase Price shall such accounting firm will be done at arm’s length based upon a good faith determination of fair market valueapportioned among Sellers and Purchaser equally.

Purchase Price Allocation. Within thirty (a30) As soon as practicable after days following the date final determination of this Agreementthe Purchase Price pursuant to Article II, Seller Purchaser shall prepare and deliver to Purchaser: (i) Seller Parent a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country schedule (the “Estimated Purchase Price Allocation Schedule”) allocating the Purchase Price (and all relevant liabilities of the Assumed Liabilities”Transferred Entities and other items) and (ii) a proposed allocation among the assets of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Transferred Entities in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. If Purchaser Seller Parent does not deliver written notice of any dispute notify Purchaser in writing within twenty (an “Allocation Dispute Notice”) within fifteen (1520) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to following Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following SellerParent’s receipt of the Purchase Price Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect Schedule that Seller Parent objects to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodAllocation Schedule, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Schedule shall be final and bindingbinding upon the parties. If within such twenty (20) day period Seller Parent so notifies Purchaser, absent manifest errorPurchaser and Seller Parent shall negotiate in good faith to resolve the disputed matters, and if Purchaser and Seller Parent are able to resolve the disputed matters within twenty (20) days following Purchaser’s receipt of Seller Parent’s notice of objection, Purchaser and Seller Parent shall revise the Purchase Price Allocation Schedule to reflect such resolution, and the revised Purchase Price Allocation Schedule shall be final and binding upon the parties. If Purchaser and Seller Parent are unable to resolve all of the disputed matters within twenty (20) days following Purchaser’s receipt of the Seller Parent’s notice of objection, Purchaser and Seller Parent shall promptly refer the dispute to the Independent Accounting Firm. The Independent Accounting Firm’s determination with respect to such disputed matters shall be final and binding upon the Parties. The Parties agree, for all income Tax purposes, to be bound by any final and binding Purchase Price Allocation Schedule established in accordance with this Section 7.7 (the “Final Purchase Price Allocation Schedule”), to report the transactions consistently with the Final Purchase Price Allocation Schedule and to not take any position during the course of any audit or other proceeding inconsistent with the Final Purchase Price Allocation Schedule, except in each case as otherwise required by a change in Law or pursuant to the good-faith resolution of a Tax contest. Any fees payable and expenses of the Independent Accounting Firm to the Allocation Firm resolve a dispute in accordance with this Section 7.7 shall be borne equally 50% by Purchaser and 50% by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueParent.

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementThe Purchase Price, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of and other relevant items shall be allocated among the Assets in accordance with their fair market values of the Purchased Assets and, if required as reasonably determined by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) Buyer and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Buyer shall, within sixty (60) days following the Closing, initially prepare and deliver to Seller for its review and approval (i) the Allocation and (ii) a draft Internal Revenue Service Form 8594, Asset Acquisition Statement under Code Section 1060 (and any comparable forms required to be filed under state, local or foreign Tax Law) and any additional data or materials required to be attached to Form 8594 pursuant to the Treasury Regulations promulgated thereunderunder Code Section 1060 (the “Asset Allocation Statement”). If Purchaser Seller does not deliver written notice timely notify Buyer of any dispute objection to the Asset Allocation Statement, then it shall be deemed agreed to by Seller and the Asset Allocation Statement shall be conclusive and binding upon the Parties. In the event Seller reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Seller shall notify Buyer within twenty-one (an “Allocation Dispute Notice”) within fifteen (1521) days after of receipt of the Estimated Asset Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end Statement of such fifteen objection, and the Parties shall endeavor in good faith to resolve such dispute within the next five (155) days. If the Parties are unable to resolve such dispute within said five (5) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Buyer and Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve submit such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, Ernst & Young LLP or another nationally-recognized independent accounting firm or valuation consulting firm reasonably mutually acceptable to the Parties and Xxxxxx (the “Allocation FirmIndependent Accountant”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen Promptly, but not later than ten (1510) days after referral its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Buyer and Seller and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the matter to such Asset Allocation Firm, which determination must Statement shall be in writing conclusive and must set forth, in reasonable detail, binding upon the basis thereforParties. The determination Fifty percent (50%) of the Allocation Firm shall be final costs and binding, absent manifest error. Any fees payable to expenses of the Allocation Firm Independent Accountant shall be borne equally by Buyer, and the remainder of such costs and expenses shall be borne by Seller. The Parties agree (A) to file the final Asset Allocation Statement as well as any similar state or local form consistently with the Allocation, in each case as agreed, and (B) that neither Seller nor Buyer or any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, or before any Governmental Authority in connection with the examination of a Tax Return or in any judicial proceeding, that is in any manner inconsistent with the terms of the Allocation, except as required by applicable Law. In recognition of the aggregate capital expenditures that have been incurred by Seller associated with the tangible property included within the existing Sherwood Gas Gathering and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by Compression System, the Parties agree that in no event will the value allocated to the existing Sherwood Gas Gathering and Xxxxxx or determined by the Allocation Firm, as the case may be, shall Compression System be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueless than $160,000,000.

Purchase Price Allocation. (a) As soon as practicable No later than 60 days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) Seller a proposed allocation of the Assumed Liabilities by country based on an estimate Purchase Price and any other items that are treated as additional consideration for Tax purposes as of the fair market values Closing Date among the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Company and other appropriate items (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceBuyer’s Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Buyer’s Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared determined in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder or applicable rules in the jurisdiction in which the relevant assets of the Company are located. If Purchaser does not Seller disagrees with Buyer’s Allocation, Seller may, within 30 days after delivery of Buyer’s Allocation, deliver written a notice of any dispute (an “Seller’s Allocation Dispute Notice”) within fifteen (15) to Buyer to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If Seller’s Allocation Notice is duly delivered, Buyer and Seller shall, during the 20 days after receipt following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers Buyer and Seller are unable to reach such agreement, they shall promptly thereafter retain an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting firm of recognized international standing that is not the auditor of either the Seller or valuation firm reasonably acceptable to the Parties and Xxxxxx Buyer (the “Allocation FirmArbiter”)) to resolve any remaining disputes. The allocations, as prepared by Buyer if no Seller’s Allocation Firm shall be requested Notice has been duly given pursuant to render a determination of the applicable dispute within fifteen (15) days after referral of the matter this Section 8.2, as adjusted pursuant to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by any agreement between Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx Buyer or as determined by the Allocation Firm, as Arbiter (the case may be“Allocations”), shall be conclusive and binding on Parent, Seller and Buyer. Neither Buyer nor Parent or Seller shall (and each shall cause their respective Affiliates not to) take any position inconsistent with the Allocations on any Tax Return or in any Proceeding related to Tax, in each case, except to the extent otherwise required pursuant to a “Final Allocation determination” within the meaning of Section 1313(a) of the Initial Code (or any analogous provision of state, local or foreign Applicable Law). Seller and Buyer shall file all Tax Returns consistent with the Allocations. Any subsequent adjustments to the Purchase Price”. The Final Allocation Price or shall be allocated among the assets of the Initial Purchase Price shall be done at arm’s length based upon Company in a good faith determination of fair market valuemanner that is consistent with the Allocations.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial The Final Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss plus the Estimated Allocation amount of the Initial Purchase Price. The Estimated Allocation Companies’ liabilities included in the amount realized on the sale of the Initial Purchase Price Companies’ assets for federal income Tax purposes, shall be prepared allocated among the assets of the Companies in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not shall prepare and deliver written notice to Sellers an allocation schedule setting forth Purchaser’s determination of any dispute the allocation (an the “Allocation Dispute NoticeSchedule”) within ninety (90) days after the Execution Date. Sellers shall have fifteen (15) days after receipt to review the Allocation Schedule and either notify Purchaser that they are in agreement with such Allocation Schedule or deliver, in writing, any objections that they may have with respect thereto. If Sellers notifies Purchaser that they disagree with any aspect of the Estimated Allocation Schedule, Purchaser and Sellers shall work together in good faith to resolve any such disagreement. If any dispute regarding the Allocation Schedule remains unresolved after forty five (45) days following Purchaser’s delivery of the Initial Purchase Pricesuch Allocation Schedule to Sellers, the Estimated Allocation of the Initial Purchase Price then such disagreement shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior immediately submitted to the end of such fifteen (15) day periodIndependent Accounting Firm, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts instructed to resolve such dispute during the disagreement within thirty (30) day period following Sellerdays after such disagreement is submitted to it for resolution and shall notify Purchaser and Sellers in writing of its resolution. The Independent Accounting Firm’s receipt resolution of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm disagreement shall be final and bindingbinding on Purchaser and Sellers. Purchaser and Sellers shall file all Tax Returns (including IRS Form 8594) in a manner consistent with the agreed upon or final Allocation Schedule and neither Purchaser nor Sellers shall take any position (whether in Tax Proceedings, absent manifest erroron Tax Returns, or otherwise) that is inconsistent with such Allocation Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision. Any In the event the Base Purchase Price is adjusted pursuant to Section 2.06 or Article IX, Purchaser shall promptly prepare and deliver to Sellers an updated Allocation Schedule reflecting such adjustment, and any Sellers’ disagreement with such adjustment shall be resolved in the same manner as a disagreement over the original Allocation Schedule. If incurred, any fees payable to and expenses of the Allocation Independent Accounting Firm shall be borne equally fifty percent (50%) by Seller Purchaser and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted fifty percent (50%) by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueSellers.

Purchase Price Allocation. (a) As soon as practicable after On or before the date of this Agreementthat is one hundred and twenty (120) calendar days following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) ABI a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared (including any Liabilities that are assumed or deemed assumed by Buyer for United States federal income Tax purposes) among the Transferred Assets and the assets owned (or deemed owned for U.S. federal income Tax purposes) by the JV in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (such allocation, the “Buyer Allocation”). If Purchaser does not ABI disagrees with the Buyer Allocation, ABI may, within thirty (30) calendar days after delivery of the Buyer Allocation, deliver written a notice of any dispute (an the “ABI Allocation Dispute Notice”) within to Buyer to such effect, specifying those items as to which ABI disagrees and setting forth ABI’s proposed allocation. If the ABI Allocation Notice is duly delivered, Buyer and ABI shall, during the fifteen (15) calendar days after receipt of following such delivery, work together in good faith to reach agreement on the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givendisputed items or amounts. If Purchaser delivers Buyer and ABI are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to an Allocation Dispute Notice within such fifteen (15) day period, independent accountant and shall instruct the Parties and Xxxxxx shall use reasonable best efforts independent accountant to resolve make a determination regarding such dispute during the as promptly as practicable, and in any event within thirty (30) day calendar days after the date on which such dispute is referred to the independent accountant (or such longer period following Seller’s receipt as the independent accountant may reasonably require). The fees and expenses of the independent accountant shall be allocated evenly between Buyer and ABI. The allocation, as prepared by Buyer if no ABI Allocation Dispute Notice from Purchaserhas been timely given, as adjusted pursuant to any agreement between Buyer and ABI, or as determined by the independent accountant (the “Allocation”), shall be conclusive and binding on the parties hereto. If To the Parties extent permitted by applicable Law, Buyer and Xxxxxx do not ABI agree upon a final resolution to (and shall cause their respective Affiliates to) report, act and file in accordance with the Allocation in any relevant Tax Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The parties hereto shall promptly advise one another of the existence of any Tax audit, controversy, litigation or other Tax proceeding related to the Allocation. None of the parties hereto shall take any position (whether on any Tax Returns, in any Tax proceeding or otherwise with respect to Taxes) that is inconsistent with the Estimated Allocation except to the extent required by applicable Law or otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Initial Purchase Price within such fifteen Code (15) day periodor any analogous provision of state, then local or non-United States Law). Buyer and ABI will revise the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested extent necessary to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable reflect any adjustments to the Allocation Firm shall be borne equally by Seller and PurchaserPurchase Price. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as In the case may beof any such adjustment, Buyer shall be prepare and deliver to ABI a revised Allocation, and the “Final Allocation parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch revision.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date of this Agreementhereof, Buyer shall provide to Seller shall prepare and deliver a draft Purchase Price allocation intended to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together comply with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunderNoncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "PURCHASE PRICE ALLOCATION") for Seller's consent, not to be unreasonably withheld. If Purchaser Seller does not deliver written notice of consent to the draft Purchase Price Allocation, Seller shall propose to Buyer any dispute (an “changes in the draft Purchase Price Allocation Dispute Notice”) within fifteen (15) 60 days after receipt of the Estimated Allocation of receipt thereof. In the Initial Purchase Priceevent that no such changes are proposed in writing to Buyer within such time, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have agreed to the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAllocation. If Purchaser delivers an Allocation Dispute Notice within any such fifteen (15) day periodchanges are proposed, the Parties Buyer and Xxxxxx Seller shall negotiate in good faith and shall use reasonable their best efforts to resolve such dispute during agree upon the thirty (30) day period following Seller’s receipt Purchase Price Allocation. In the event that Buyer and Seller are unable to reach an agreement within 180 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodClosing Date, then the Estimated Allocation of the Initial Purchase Price disputed items shall be submitted immediately to resolved within the next 30 days by an internationally recognized, independent accounting firm, or a nationally recognized valuation firm reasonably firm, in each case, that is mutually acceptable to the Parties both parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any whose fees payable to the Allocation Firm shall be borne equally by Seller Buyer and PurchaserSeller. The Estimated Such determination by the accounting or valuation firm shall be binding on the parties and shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation and the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the Initial parties to this Agreement is required to file a Tax Return for which the Purchase Price accepted by the Parties and Xxxxxx Allocation is needed or determined by the Allocation Firmrelevant, as the case may be, such party shall be entitled to file such Tax Return and take any reasonable position with respect to the “Final Allocation allocation of the Initial purchase price; provided however, that upon final agreement regarding the Purchase Price”. The Final Allocation of Xxxxx Allocation, such party shall, if necessary to be consistent with the Initial final agreed-upon Purchase Price shall be done at arm’s length based upon Allocation, file an amended Tax Return (or make a good faith determination of fair market valuehold-for-audit adjustment to the Tax Return) to reflect the final Purchase Price Allocation.

Purchase Price Allocation. The Seller Representative (aon behalf of the Sellers) As soon as practicable after the date of this Agreement, Seller and Buyer shall prepare and deliver to Purchaser: allocate (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of Purchase Price among the fair market values of Securities, in accordance with the Purchased Assets andSellers’ Allocable Portions, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation the portion of the Initial Payment by country based on an estimate Purchase Price (for Tax purposes) allocable to the Units (including any Liabilities assumed or taken subject to and treated as consideration for federal income Tax purposes) among the assets of the fair market values of the Purchased Assets Panadero Aggregates and, if required by applicable Lawto the extent applicable, an allocation by asset category within a particular country its Subsidiaries (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceSchedule”). Subject The Allocation Schedule shall be reasonable and, with respect to Section 6.04(a), during the fifteen (15) day period following delivery portion of the Estimated Allocation of purchase price (for Tax purposes) allocated to the Initial Purchase PriceUnits, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 751, Section 755 and Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and allocate such portion of the purchase price among the various classes of assets. If Purchaser does not Within one-hundred and twenty (120) days of the Closing Date, the Seller Representative shall prepare and deliver written notice to Buyer the Allocation Schedule for Buyer’s review and approval. If, within thirty (30) days following the delivery of the Allocation Schedule, Buyer notifies the Seller Representative in writing that Buyer disputes any dispute calculation in the Allocation Schedule, Buyer and the Seller Representative shall cooperate in good faith to resolve such dispute. Further, the Seller Representative shall prepare and deliver to Buyer, from time to time, revised copies of the Allocation Schedule so as to report any matters that need updating, and Buyer and the Seller Representative shall cooperate in good faith to agree on such revised Allocation Schedule. Should Buyer and the Seller Representative fail to reach an agreement within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt Buyer notifies the Seller Representative of a dispute or delivery of a revised Allocation Schedule to Buyer, Buyer and the Seller Representative shall bring all disputes relating to the preparation of such allocation to the Independent Accounting Firm for resolution, whose decisions shall be final and binding on the parties (and reflected on the Allocation Schedule) and whose expenses shall be paid equally by Buyer on one hand and the Seller Representative (on behalf of the Estimated Allocation of Sellers) on the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenother. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts Independent Accounting Firm is unable to resolve such dispute during prior to the thirty (30) day period following Seller’s receipt filing of any Tax Return to which the Purchase Price allocation made pursuant to this Section 1.7 is relevant, the applicable Tax Return shall be filed in a manner consistent with the Allocation Dispute Notice from PurchaserSchedule prepared by the Seller Representative in respect of such disputed matter, the filing of which shall not prejudice or otherwise control the Independent Accounting Firm’s resolution of such matter. If All income Tax Returns and reports filed by Buyer and the Parties and Xxxxxx do not agree Sellers shall be prepared consistently with the allocation as set forth on the Allocation Schedule or, if applicable, any update thereto, except upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render determination by a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueTaxing Authority.

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Sellers copies of Form 8594 and any required exhibits thereto (icollectively, the “Asset Allocation Statement”) a proposed allocation of allocating the Adjusted Purchase Price (including Assumed Liabilities by country based on an estimate of the fair market values of Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated regulations thereunder. If Sellers shall have a period of ten (10) days after delivery of the Asset Acquisition Statement (the “Allocation Response Period”) to present in writing to Purchaser does not deliver written notice of any dispute objections Sellers may have to the allocations set forth therein (an “Allocation Dispute Objection Notice”). Unless Sellers object within such ten (10) day period, the Asset Allocation Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt the delivery of the Estimated Allocation Objection Notice, then the parties shall submit the Asset Allocation Statement and the Allocation Objection Notice to an independent accountant for resolution. Such accountant shall resolve the dispute by selecting the proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of such accountant most accurately allocates the Initial Purchase Price, the Estimated Allocation of the Initial Adjusted Purchase Price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, but not by choosing any other formulation. Such accountant shall be deemed render such decision and report to Purchaser and Sellers in writing, specifying the Final Allocation of the Initial Purchase Price reason for all purposes hereunder. Prior to the end of such fifteen (15) day periodits decision in reasonable detail, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the not later than thirty (30) day period following Seller’s receipt days after the item has been referred to it. The costs, fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm accountant shall be borne equally by Seller Purchaser and PurchaserSellers. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Adjusted Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueallocated in accordance with the Asset Allocation Statement, as finally determined, and all income tax returns and reports filed by Purchaser and Sellers shall be prepared consistently with such allocation.

Purchase Price Allocation. (a) As soon as practicable No later than forty-five (45) calendar days after the date of this AgreementEffective Date, Seller shall prepare and deliver to Purchaser: (i) the Attractions Purchaser shall provide each U.S. Attractions Asset Seller a proposed separate draft IRS Form 8594 setting forth an allocation of the Assumed Liabilities by country based on an estimate portion of the fair market values Attractions Purchaser Closing Consideration (and any other relevant items) paid to that applicable U.S. Attractions Asset Seller among the classes of the Purchased Assets andassets of that U.S. Attractions Asset Seller, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) the Attractions Purchaser shall provide the Company a proposed draft IRS Form 8594 setting forth an allocation of the Initial Payment by country based on an estimate portion of the fair market values Attractions Purchaser Closing Consideration (and any other relevant items) paid to the Equity Sellers in the aggregate among the classes of assets of the Purchased Assets andEquity Sellers, if required by applicable Law, (iii) each U.S. Ski Asset Seller shall provide the Ski Purchaser a separate draft IRS Form 8594 setting forth an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”portion of the Ski Purchaser Closing Consideration (and any other relevant items) paid to that applicable U.S. Ski Asset Seller among the classes of assets of that U.S. Ski Asset Seller, and together with (iv) the “Estimated Allocation Company shall provide the Ski Purchaser a draft IRS Form 8594 setting forth an allocation of the Assumed Liabilities”, the “Estimated Allocation portion of the Initial Purchase Price”). Subject Ski Purchaser Closing Consideration (and any other relevant items) paid to Section 6.04(a), during the fifteen (15) day period following delivery Equity Sellers in the aggregate among the classes of assets of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase PriceEquity Sellers. The Estimated Allocation of the Initial Purchase Price All such proposed allocations shall be prepared made in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt The Company, the Asset Sellers and the Attractions Purchasers shall work in good faith to agree to the relative fair market values of the Estimated Allocation categories of assets as referenced in clauses (i) and (ii) above for a forty-five (45) calendar day period. The Company, the Asset Sellers and the Ski Purchaser shall work in good faith to agree to the relative fair market values of the Initial Purchase Price, categories of assets as referenced in clauses (iii) and (iv) above for a forty-five (45) calendar day period. If the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior Parties are able to agree to the end relative values of each category of assets, each Party shall file its IRS Form 8594 consistent with the agreed upon allocation, with any differences in the estimated purchase price and the final purchase price (as determined for U.S. federal Income Tax purposes) being allocated to the categories of assets in proportion to their relative fair market values in the agreed upon allocation, and each Party shall take all positions for Tax purposes consistent therewith. With respect to the allocations described in clauses (i) and (ii) of this Section 3.4, if the Attractions Purchaser and the Company and the Asset Sellers cannot mutually agree to such fifteen allocation within the forty-five (1545) calendar day period, (A) the dispute shall be referred to a nationally recognized independent accounting firm, as mutually agreed upon by the Attractions Purchaser may accept and the Estimated Allocation Company, which shall make a determination no later than forty-five (45) calendar days after submission of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, dispute (but in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the no event later than thirty (30) day period following Seller’s receipt calendar days before the earliest of the Allocation Dispute Notice from Purchaserrespective due dates for the Income Tax Returns of the Parties as to which such allocations are relevant) and whose determination shall be binding on the Parties, and (B) the Attractions Purchaser shall pay fifty percent (50%) and the Company shall pay fifty percent (50%) of any fees and expenses of such nationally recognized independent accounting firm. If With respect to the allocations described in clauses (iii) and (iv) of this Section 3.4, if the Ski Purchaser and the Company and Asset Sellers cannot mutually agree to such allocation within the forty-five (45) calendar day period, (A) the dispute shall be referred to a nationally recognized independent accounting firm, as mutually agreed upon by the Ski Purchaser and the Company, which shall make a determination no later than forty-five (45) calendar days after submission of the dispute (but in no event later than thirty (30) calendar days before the earliest of the respective due dates for the Income Tax Returns of the Parties as to which such allocations are relevant) and whose determination shall be binding on the Parties and Xxxxxx do not agree upon (B) the Ski Purchaser shall pay fifty percent (50%) and the Company shall pay fifty percent (50%) of any fees and expenses of such nationally recognized independent accounting firm. Each Party required to file an IRS Form 8594 shall send a final resolution copy of such filed form within ten (10) calendar days after filing to each other Party required to file such form with respect to the Estimated Allocation of the Initial Purchase Price within assets covered by such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueform.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 30 days thereafter, Purchaser will prepare and deliver to Purchaser: (i) a proposed Seller an allocation of schedule setting forth the Assumed Liabilities by country based on an estimate of the fair market values of amounts to be allocated among Seller and among the Purchased Assets andof Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Seller will have 20 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen (15) days after receipt of any objections to the Estimated Proposed Allocation Statement, setting forth in reasonable detail the basis of the Initial Purchase Priceits objections. If Seller fails to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a), the Estimated Proposed Allocation of the Initial Purchase Price shall Statement will be deemed the Final Allocation of the Initial Purchase Price for conclusive and binding on all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be will become the “Final Allocation Statement.” If Seller submits an Allocation Notice of Objection, then for 20 Business Days after the date Purchaser receives the Allocation Notice of Objection, Purchaser and Seller will use their commercially reasonable efforts to agree on the allocations. Failing such agreement within 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Seller, which firm will be instructed to determine its best estimate of the Initial Purchase Price”allocation schedule based on its determination of the unresolved allocations and provide a written description of the basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The fees and expenses of such accounting firm will be apportioned among Seller and Purchaser equally. For the avoidance of doubt, in administering any Legal Proceeding, the Bankruptcy Court shall not be required to apply the Final Allocation of Statement in determining the Initial manner in which the Purchase Price shall should be done at arm’s length based upon a good faith determination of fair market valueallocated as between Seller and its respective estates.

Purchase Price Allocation. (a) As soon For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as practicable after consideration for the date of this Agreement, Transferred Assets for federal income tax purposes) that is allocated to the Seller shall prepare and deliver be allocated among the Transferred Assets that are transferred by the Seller pursuant to Purchaser: (i) this Agreement in a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder. If Purchaser does not deliver written notice The Buyer shall be responsible for the preparation of any dispute an allocation of the Purchase Price among the Transferred Assets that are transferred to the Buyer. Within ninety (an “Allocation Dispute Notice”) within fifteen (1590) days after receipt of the Estimated Allocation of the Initial Purchase PriceClosing Date, the Estimated Allocation of Buyer shall forward the Initial proposed Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior allocation and a draft IRS Form 8594 to the end of Seller for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed (such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice amount as finally determined pursuant to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodthis Section 2.10(a), the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser“Price Allocation”). If the Parties and Xxxxxx do not agree upon a final resolution Seller agrees in writing with respect the Price Allocation or fails to object in writing to the Estimated Price Allocation of within twenty (20) Business Days following receipt thereof from the Initial Purchase Buyer, the Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately conclusive and binding upon the Buyer and the Seller for all Tax purposes. If the parties are unable to an internationally recognizedagree on the Price Allocation after good faith consultation, independent accounting or valuation firm reasonably acceptable the matters in dispute shall be referred for resolution to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Independent Accounting Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm expense shall be borne equally by Seller the Seller, on the one hand, and Purchaserthe Buyer, on the other hand. The Estimated Allocation of Independent Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Independent Accounting Firm, as the case may be, ’s decision with respect to any such matter shall be conclusive and binding on the “Final Allocation of Buyer, the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueSeller, and their respective Affiliates for applicable Tax purposes.

Purchase Price Allocation. (a) As soon as practicable No later than sixty (60) days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: (i) Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Base Purchase Price and any other amounts treated as consideration for Tax purposes (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Aggregate Base Purchase Price”). Subject to Section 6.04(a), during ) among the fifteen (15) day period following delivery assets of the Estimated Allocation of the Initial Purchase PriceTransferred Entities (and any other assets that, Seller shall make its Representatives reasonably for Tax purposes, are treated as assets purchased by Purchaser pursuant to this Agreement and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared any Ancillary Agreement) determined in accordance a manner that is consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder and any other relevant provisions of applicable Tax Law (“Purchaser’s Allocation”). If Purchaser does not deliver written notice of any dispute Seller disagrees with Purchaser’s Allocation, Seller may, within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt delivery of the Estimated Allocation of the Initial Purchase PricePurchaser’s Allocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering deliver a written notice to that effect Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation (“Seller’s Allocation Notice”). If Seller’s Allocation Notice is duly and timely delivered, Seller and XxxxxxPurchaser shall, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Aggregate Base Purchase Price. If Seller provides Purchaser with the Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen thirty (1530) day period, then Seller and Purchaser shall cooperate in good faith to resolve any such disagreement. If the Estimated Allocation parties fail to resolve their differences over the disputed items within thirty (30) days following the receipt of the Initial Seller’s Allocation Notice, Seller and Purchaser shall forthwith jointly request that the Independent Accounting Firm make a determination as to the disputed items in accordance with this Agreement, which determination shall be binding on the parties. Any allocation of the Aggregate Base Purchase Price determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with this Section 7.2. The fees and expenses of the Independent Accounting Firm shall be submitted immediately borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to an internationally recognized, independent accounting any agreement between Seller and Purchaser or valuation firm reasonably acceptable to as determined by the Parties and Xxxxxx Independent Accounting Firm in accordance with this Section 7.2 (the “Allocation FirmAllocation”). The Allocation Firm , shall be requested to render a determination of conclusive and binding on the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, parties hereto absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmAllocation, as the case may beif any, shall be adjusted, as necessary, to reflect any difference between the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Aggregate Base Purchase Price and the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes) and any subsequent adjustments to the Final Purchase Price pursuant to Section 6.4 (and any other amounts treated as consideration for Tax purposes). Any such adjustment shall be done at arm’s length based upon a good faith determination of fair market valueallocated to the asset, or assets (if any), to which such adjustment is attributable; provided, that to the extent there are no such assets, such adjustment shall be allocated pro rata among the assets sold.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller The Emdeon Entities shall prepare and deliver to Purchaser: (i) a proposed an allocation of the Assumed Liabilities by country based on an estimate Merger Consideration (and other costs required to be capitalized) to the “sale” portion of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared transaction in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice thereunder and the “Code section 721 contribution” portion of any dispute the transaction (an the “Allocation Dispute NoticePurchase Price Allocation”) within fifteen and shall, no later than forty-five (1545) days after receipt of the Estimated Allocation of Closing Date, provide the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price Allocation to the Members’ Representative for the Members’ Representative’s review and approval. The Members’ Representative shall be deemed notify the Final Allocation Emdeon Entities of any objections to the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of days after the Allocation Dispute Notice from PurchaserEmdeon Entities provide the Purchase Price Allocation, and the Emdeon Entities and the Members’ Representative will work in good faith to try to resolve any differences. If In the Parties event that the Emdeon Entities and Xxxxxx the Members’ Representative do not mutually agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price Allocation within such fifteen ten (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (1510) days after referral the Members’ Representative makes any objection, the dispute shall be resolved by Independent Accountants, as experts and not as an arbitrator, who shall review the Purchase Price Allocation and make any adjustments necessary thereto in accordance with Section 1060 of the matter to such Allocation Firm, which determination must be in writing Code and must set forth, in reasonable detail, the basis thereforapplicable Treasury Regulations thereunder. The determination of the Allocation Firm Independent Accountants shall be final conclusive and bindingbinding on the parties. The Independent Accountants shall resolve any disputed items within thirty (30) days of having such items referred to them pursuant to such procedures as they may require. The costs, absent manifest error. Any fees payable and expenses of the Independent Accountants for their engagement pursuant to the Allocation Firm this Section 6.6 shall be borne equally by Seller the Emdeon Entities, on the one hand, and Purchaser. The Estimated Allocation the Members’ Representative (on behalf of the Initial Company Members), on the other hand. Each of the Emdeon Entities, the Company and the Members agree to file all Tax Returns using the Purchase Price accepted by Allocation, and none of them shall take a position on any Tax Return contrary to the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation unless otherwise required by law.

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Sellers copies of Form 8594 and any required exhibits thereto (ithe "Asset Acquisition Statement") a proposed allocation of allocating the purchase price (including the Assumed Liabilities by country based on an estimate of the fair market values of Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder. If Purchaser does not shall prepare and deliver written to Sellers from time to time revised copies of the Asset Acquisition Statement (the "Revised Statements") so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). Sellers shall have a period of ten (10) days after the delivery of the Asset Acquisition Statement or, if applicable, the last Revised Statement (the "Allocation Response Period") to present in writing to Purchaser notice of any dispute objections Sellers may have to the allocations set forth therein (an “"Allocation Dispute Objections Notice”) "). Unless Sellers object within such period, the Asset Allocation Statement or, if applicable, the last Revised Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt delivery of the Allocation Dispute Notice from Purchaser. If Objections Notice, then Purchaser shall submit the Parties and Xxxxxx do not agree upon Asset Acquisition Statement or, if applicable, the last Revised Statement, including modifications, if any, that Purchaser chooses to make as a final resolution result of its negotiations with respect Sellers, to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price Accountant for resolution by it. The disputed items shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute Accountant within fifteen (15) days after referral of the matter following such failure to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforagree. The determination of the Allocation Firm Accountant shall be final and bindingbinding on the parties and shall not be subject to appeal. The Accountant shall resolve the dispute by selecting the proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of the Accountant most accurately allocates the purchase price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, absent manifest errorbut not by choosing any other formulation. Any The Accountant shall render such decision and report to Purchaser and Sellers in writing, specifying the reasons for its decision in reasonable detail, not later than thirty (30) days after the item has been referred to it. The costs, fees payable to and expenses of the Allocation Firm Accountant shall be borne equally by Seller Sellers and Purchaser. The Estimated Allocation of purchase price for the Initial Purchase Price accepted by Purchased Assets shall be allocated in accordance with the Parties and Xxxxxx or determined by Asset Acquisition Statement or, if applicable, the Allocation Firmlast Revised Statements, as the case may befinally determined, and all income Tax Returns and reports filed by Purchaser and Sellers shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueprepared consistently with such allocation.

Purchase Price Allocation. (a) As soon promptly as practicable after the date of this AgreementClosing Date, Seller shall but no later than 120 days thereafter, Purchaser will prepare and deliver to Purchaser: (i) a proposed Sellers an allocation of schedule setting forth the Assumed Liabilities by country based on an estimate of the fair market values of amounts to be allocated among Sellers and among the Purchased Assets andof each Seller, if required by applicable Law, an allocation by asset category within a particular country pursuant to (and to the “Estimated Allocation of the Assumed Liabilities”extent necessary to comply with) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunderthereunder (or, if applicable, any similar provision under state, local or foreign Law or regulation) (the “Proposed Allocation Statement”). If Sellers will have 30 Business Days following delivery of the Proposed Allocation Statement during which to notify Purchaser does not deliver written notice of any dispute in writing (an “Allocation Dispute NoticeNotice of Objection”) within fifteen (15of any objections to the Proposed Allocation Statement, setting forth in reasonable detail the basis of their objections. If Sellers fail to deliver an Allocation Notice of Objection in accordance with this Section 10.2(a) days after receipt of the Estimated Proposed Allocation of Statement will be conclusive and binding on all Parties and will become the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the “Final Allocation Statement.” If Sellers submit an Allocation Notice of Objection, then for 20 Business Days after the Initial Purchase Price for all purposes hereunder. Prior to date Purchaser receives the end Allocation Notice of such fifteen (15) day periodObjection, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall Sellers will use their reasonable best efforts to resolve agree on the allocations. Failing such dispute during agreement within 20 Business Days of such notice, the thirty (30) day period following Seller’s receipt unresolved allocations will be submitted to an independent, internationally-recognized accounting firm mutually agreeable to Purchaser and Sellers, which firm will be instructed to determine its best estimate of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a allocation schedule based on its determination of the applicable dispute within fifteen (15) days after referral unresolved allocations and provide a written description of the matter basis for its determination within 45 Business Days after submission, such written determination to be final, binding and conclusive. The fees and expenses of such Allocation Firm, which determination must accounting firm will be in writing apportioned among Sellers and must set forthPurchaser equally. For the avoidance of doubt, in reasonable detailadministering any Legal Proceeding, the basis therefor. The determination of Bankruptcy Court shall not be required to apply the Final Allocation Firm shall be final and binding, absent manifest error. Any fees payable to Statement in determining the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of manner in which the Initial Purchase Price accepted by the Parties should be allocated as between Sellers and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuetheir respective estates.

Purchase Price Allocation. (a) As soon as practicable but no later than 90 days after the date Closing Date, Buyer shall deliver to Sellers an allocation of the Base Purchase Price (and all other capitalizable costs) among the Purchased Assets (the “Initial Allocation” and any revision thereto as provided hereunder, the “Purchase Price Allocation”). Upon any adjustment to the Base Purchase Price or the Assumed Liabilities pursuant to the terms of this AgreementAgreement or upon any Assumed Liability that was contingent becoming fixed and ascertainable, Seller capitalizable costs becoming fixed and ascertainable, or any purchase price adjustment due to indemnification, Buyer shall prepare and deliver to Purchaser: Sellers a proposed revision to the Purchase Price Allocation then in effect, which shall be consistent with the methodology used to prepare the Initial Allocation. Upon (i) a proposed allocation Buyer’s delivery of the Assumed Liabilities by country based on an estimate Initial Allocation or (ii) Buyer’s delivery of any proposed revision, Sellers shall have 10 business days to object to such proposed purchase price allocation. If the fair market values of Sellers do not timely object, the Purchased Assets andproposed purchase price allocation shall become the Purchase Price Allocation. If the Sellers do timely object, the Parties shall negotiate in good faith to resolve such objection promptly; provided, however, that, if required by applicable Lawthe Parties fail to agree on a new Purchase Price Allocation within 30 days of Buyer’s notice of proposed revision, an allocation by asset category within a particular country either Party may refer the proposed revision and the objection to Deloitte & Touche LLP (the “Estimated Allocation of the Assumed LiabilitiesAudit Firm”) and (ii) a proposed allocation the resolution by such firm shall become the Purchase Price Allocation. The Parties shall each report the federal, state and local income and other tax consequences of the Initial Payment transactions contemplated by country based on an estimate of this Agreement (which for such purposes includes the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within Transaction Documents (as defined in Section 3.4 below)) in a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with Allocation, including the principles preparation and filing of Form 8594 under Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of 1986, as amended (or any successor form or successor provision of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt future tax law, or any comparable provision of the Estimated Allocation of the Initial Purchase Pricestate or local tax law), the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to their respective federal, state and local income tax returns for the Estimated Allocation of taxable year that includes the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price Closing Date and shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be not take any position contrary thereto in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueconnection with any amended return.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date of this Agreementhereof, Buyer shall provide to Seller shall prepare and deliver a draft Purchase Price allocation intended to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together comply with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles requirements of Section 1060 of the Code (and which shall include allocations for the Treasury Regulations promulgated thereunderNoncompetition Agreement and any other agreements described in line 6 of Internal Revenue Service Form 8594) (the "Purchase Price Allocation") for Seller's consent, not to be unreasonably withheld. If Purchaser Seller does not deliver written notice of consent to the draft Purchase Price Allocation, Seller shall propose to Buyer any dispute (an “changes in the draft Purchase Price Allocation Dispute Notice”) within fifteen (15) 60 days after receipt of the Estimated Allocation of receipt thereof. In the Initial Purchase Priceevent that no such changes are proposed in writing to Buyer within such time, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have agreed to the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAllocation. If Purchaser delivers an Allocation Dispute Notice within any such fifteen (15) day periodchanges are proposed, the Parties Buyer and Xxxxxx Seller shall negotiate in good faith and shall use reasonable their best efforts to resolve such dispute during agree upon the thirty (30) day period following Seller’s receipt Purchase Price Allocation. In the event that Buyer and Seller are unable to reach an agreement within 180 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodClosing Date, then the Estimated Allocation of the Initial Purchase Price disputed items shall be submitted immediately to resolved within the next 30 days by an internationally recognized, independent accounting firm, or a nationally recognized valuation firm reasonably firm, in each case, that is mutually acceptable to the Parties both parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any whose fees payable to the Allocation Firm shall be borne equally by Seller Buyer and PurchaserSeller. The Estimated Such determination by the accounting or valuation firm shall be binding on the parties and shall be based solely upon written submissions by Buyer and Seller, and not upon any independent investigation by the accounting or valuation firm. If the parties have not reached an agreement with respect to the Purchase Price Allocation and the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the Initial parties to this Agreement is required to file a Tax Return for which the Purchase Price accepted by the Parties and Xxxxxx Allocation is needed or determined by the Allocation Firmrelevant, as the case may be, such party shall be entitled to file such Tax Return and take any reasonable position with respect to the “Final Allocation allocation of the Initial Purchase Price”. The Final Allocation of purchase price; provided however, that upon final agreement regarding the Initial Purchase Price shall Allocation, such party shall, if necessary to be done at arm’s length based consistent with the final agreed-upon Purchase Price Allocation, file an amended Tax Return (or make a good faith determination of fair market valuehold-for-audit adjustment to the Tax Return) to reflect the final Purchase Price Allocation.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller Purchaser and Parent shall prepare promptly and deliver to Purchaser: (i) a proposed in good faith agree upon an allocation of the Assumed Liabilities by country based on an estimate portions of the fair market values Purchase Price paid by Purchaser to Parent in respect of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Acquired Companies (the “Estimated Allocation Purchase Price Apportionment”); provided that the portion of the Assumed Liabilities”) and Purchase Price allocated to the US Entity shall not exceed Five Million Dollars (ii) a proposed allocation $5,000,000). The Parties agree that the portion of the Initial Payment by country based on an estimate Purchase Price (plus any assumed liabilities properly included in purchase price for U.S. federal income tax purposes) in respect of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price Acquired Companies shall be prepared allocated in accordance with the principles of rules under Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Purchase Price Allocation”). If Purchaser does not deliver written notice The Parties agree to act in accordance with the Purchase Price Allocation as determined pursuant to this Section 2.8 in any relevant Tax Returns or filings, including any forms or reports required to be filed pursuant to Section 1060 of the Code, the Treasury Regulations promulgated thereunder or any provisions of local, state and foreign law, and to cooperate in the preparation of any dispute such forms and to file such forms in the manner required by Applicable Law. Within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt of the Estimated Closing Date (or at such time as otherwise mutually agreed to by the parties in writing), Purchaser shall prepare the Purchase Price Allocation of and deliver it to Parent for review and approval. If Parent and Purchaser have not mutually agreed to the Initial Purchase PricePrice Allocation within sixty (60) days following Closing (or at such time as otherwise mutually agreed to by the parties in writing), the Estimated Allocation of matters in dispute between them shall be referred to the Initial Neutral Auditor whose determination shall be final and binding upon the parties. Any subsequent adjustments to the Purchase Price shall be deemed reflected in the Final Allocation Purchase Price Apportionment as an adjustment to the Purchase Price paid for the Company Interests or the U.S. Entity Interests, as applicable, to the extent the adjustment relates to the Company Interests or the U.S. Entity Interests, as applicable. To the extent subsequent adjustments are made to the portion of the Initial Purchase Price for all purposes hereunder. Prior in respect of the U.S. Entity Interests, Parent shall make appropriate modifications to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price Allocation to take into account such adjustments subject to review by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. Seller and Buyer agree that the Purchase Price shall be allocated among the Purchased Assets and the Shares, and the portion of the Purchase Price allocated to the Purchased Assets shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code, pursuant to an allocation schedule (the “Allocation Schedule”) as agreed by Buyer and Seller in accordance with this Section 2.9. Buyer shall provide to Seller the Allocation Schedule within ninety (90) days after the First Closing Date. Thereafter, Seller shall have thirty (30) days either to (a) As soon agree with and accept the Allocation Schedule or (b) in good faith suggest changes to the Allocation Schedule and attempt to agree with Buyer as practicable after to the date contents of this Agreementthe Allocation Schedule. Seller and Buyer shall provide each other promptly with any other information required to complete the Allocation Schedule. If Seller and Buyer agree on the Allocation Schedule within one hundred and thirty-five (135) days following the First Closing Date, Seller and Buyer shall prepare file IRS Form 8594 and deliver any required attachments thereto (“Form 8594”), together with all federal, state and local Tax Returns, in a manner consistent with and in accordance with the Allocation Schedule. In addition, Seller and Buyer hereby undertake and agree to Purchaser: (itimely file any information that may be required to be filed pursuant to the U.S. Treasury Regulations promulgated under Section 1060(b) of the Code in a proposed manner consistent with and in accordance with the Allocation Schedule. In any proceeding related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that the Allocation Schedule is not a correct allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject If Seller and Buyer are unable to Section 6.04(a)reach an agreement within one hundred and thirty-five (135) days following the First Closing Date, during the Seller and Buyer shall, within fifteen (15) days after the expiration of such one hundred and thirty-five (135) day period following delivery of period, at their joint expense, engage the Estimated Independent Accounting Firm to determine the appropriate Allocation of Schedule, and they shall use their commercially reasonable efforts to cause the Initial Purchase Price, Seller shall make its Representatives reasonably Independent Accounting Firm to determine the Allocation Schedule in a manner that is reasonable and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) , within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to it is retained for such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforpurpose. The determination of the Allocation Schedule by the Independent Accounting Firm shall be final binding on Seller and bindingBuyer. Not later than thirty (30) days prior to filing its respective Form 8594 relating to this transaction, absent manifest error. Any fees payable Seller and Buyer shall each deliver to the other party a copy of its Form 8594, and within ten (10) days after filing its Form 8594 with the IRS pursuant to this Section 2.9, each Party shall provide the other with a copy of such form as filed. To the extent required by applicable Law, the Allocation Firm shall will be borne equally by Seller and Purchaser. The Estimated Allocation revised to reflect any adjustment of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuepursuant to this Agreement.

Purchase Price Allocation. No later than sixty (a60) As soon as practicable days after the date of this Agreementon which the Purchase Price is finally determined pursuant to Section 2.9, Seller Buyer shall prepare and deliver to Purchaser: (i) HD Supply a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities by country based on an estimate Liabilities) among the Purchased Company Equity Interests and Purchased Assets as of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Closing Date (the “Estimated Buyer’s Allocation”). If HD Supply disagrees with Buyer’s Allocation, HD Supply may, within thirty (30) days after delivery of Buyer’s Allocation, deliver a notice (the “HD Supply Allocation Notice”) to Buyer to such effect, specifying those items as to which HD Supply disagrees and setting forth HD Supply’s proposed allocation. If the HD Supply Allocation Notice is duly delivered, HD Supply and Buyer shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes (including the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject If HD Supply and Buyer are unable to Section 6.04(a)reach such agreement, during they shall promptly thereafter cause the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available Independent Accounting Firm to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of resolve any dispute (an “Allocation Dispute Notice”) remaining disputes within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderdays. Prior All fees and expenses relating to the end of such fifteen (15) day periodwork, Purchaser may accept if any, to be performed by the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Independent Accounting Firm shall be borne equally by Seller Buyer, on the one hand, and Purchaser. The Estimated Allocation HD Supply, on the other hand, in the same proportion that the aggregate amount of disputed items so submitted to the Initial Purchase Price accepted Independent Accounting Firm that is unsuccessfully disputed by the Parties and Xxxxxx or each such Party (as finally determined by the Allocation Independent Accounting Firm) bears to the total amount of disputed items so submitted. The allocation, as prepared by Buyer if no HD Supply Allocation Notice has been timely given, or, if a HD Supply Allocation Notice has been timely given, as adjusted pursuant to any agreement between HD Supply and Buyer or as determined by the case may beIndependent Accounting Firm (the “Allocation”), shall be conclusive and binding on the Parties hereto. No Seller, any Affiliate of Seller or Buyer shall (and each shall cause their respective Affiliates not to) take any position inconsistent with the Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “Final Allocation determination” within the meaning of Section 1313(a) of the Initial Purchase Price”. The Final Allocation Code (or any analogous provision of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuestate, local or foreign law).

Purchase Price Allocation. (a) As soon For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as practicable after consideration for the date Transferred Assets for U.S. federal income tax purposes) shall be allocated among each of this Agreementthe Seller Parties and Transferred Assets in accordance with the methodology and principles described in Schedule 6.1(a) (“Allocation Exhibit”). Within 90 days following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) Seller a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country written schedule (the “Estimated Allocation Proposed Allocation”) allocating the Purchase Price (plus any Assumed Liabilities that are treated as consideration for the Transferred Assets for U.S. federal income tax purposes) among each of the Assumed Liabilities”) Seller Parties and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Transferred Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the methodology and principles of Section 1060 described in the Allocation Exhibit. If Seller disagrees with the Proposed Allocation, Seller may, within 30 days after Seller’s receipt of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not Proposed Allocation, deliver a written notice of any dispute (an the “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Priceto Buyer to such effect, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior specifying those items as to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to which Seller disagrees and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givensetting forth Seller’s proposed allocation. If Purchaser delivers Seller does not deliver an Allocation Dispute Notice within such fifteen (15) 30-day period, the Parties Proposed Allocation shall become the Final Allocation. Buyer and Xxxxxx Seller shall use commercially reasonable best efforts to resolve such dispute during reach agreement on the thirty (30) day period following Sellerdisputed items or amounts within 15 days of Buyer’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation FirmDiscussion Period”). The If Buyer and Seller are unable to resolve by written agreement any differences identified in the Allocation Firm Dispute Notice within the Discussion Period, then any disputed items shall be requested referred to render a nationally recognized accounting firm mutually agreed upon by Buyer and Seller (the “Arbiter”) for resolution within 30 days of having the item referred to the Arbiter, and the determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Arbiter shall be final and binding, absent manifest errorbinding upon Seller and Buyer. Any The fees payable to and expenses of the Allocation Firm Arbiter shall be borne equally paid 50% by Seller and Purchaser50% by Buyer. The Estimated allocation, as prepared by Buyer if no Allocation of the Initial Purchase Price accepted by the Parties Dispute Notice has been given, as adjusted pursuant to any agreement between Buyer and Xxxxxx Seller and for adjustments made pursuant to Section 6.1(c) and Section 8.9, or as determined by the Allocation Firm, as the case may be, Arbiter shall be the final allocation (the “Final Allocation of the Initial Purchase PriceAllocation”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value).

Purchase Price Allocation. (a) As soon as practicable after The Xxxxxx Contribution Consideration, the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the TGG Assumed Liabilities by country based on an estimate of and other relevant items shall be allocated among the Contributed Assets in accordance with their fair market values of the Purchased Assets and, if required as reasonably determined by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) Marlin GP and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Azure in accordance with the principles of Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). Marlin GP shall, within sixty days following the Closing, initially prepare and deliver to the Conflicts Committee and Azure for their respective review and approval (a) the Allocation and (b) a draft Internal Revenue Service Form 8594, Asset Acquisition Statement under Code Section 1060 (and any comparable forms required to be filed under state, local or foreign Tax Law) and any additional data or materials required to be attached to Form 8594 pursuant to the Treasury Regulations promulgated thereunderunder Code Section 1060 (the “Asset Allocation Statement”). If Purchaser Azure or the Conflicts Committee does not deliver written notice timely notify Marlin GP of any dispute (an “objection to the Asset Allocation Dispute Notice”) Statement, then it shall be deemed agreed to by Azure and the Asset Allocation Statement shall be conclusive and binding upon the Azure and the Xxxxxx Parties. In the event Azure reasonably objects to the manner in which the Asset Allocation Statement has been prepared, Azure shall notify Marlin GP and the Conflicts Committee within fifteen (15) twenty-one days after of receipt of the Estimated Asset Allocation Statement of the Initial Purchase Pricesuch objection, and Marlin GP, the Estimated Allocation of the Initial Purchase Price Conflicts Committee and Azure shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, endeavor in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts good faith to resolve such dispute during within the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchasernext ten days. If the Parties and Xxxxxx do not agree upon a final resolution with respect are unable to the Estimated Allocation of the Initial Purchase Price resolve such dispute within such fifteen (15) said ten day period, then Marlin GP and Azure shall submit such dispute to the Estimated Allocation Independent Accountant. Promptly, but not later than ten days after its acceptance of appointment hereunder, the Independent Accountant shall determine (based solely on representations of Marlin GP and Azure and not upon independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting preparation of the Initial Purchase Price Asset Allocation Statement shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to conclusive and binding upon the Xxxxxx Parties and Xxxxxx Azure. Fifty percent (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination 50%) of the applicable dispute within fifteen (15) days after referral costs and expenses of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Seller Xxxxxx, and Purchaserthe remainder of such costs and expenses shall be borne by Azure. The Estimated Xxxxxx Parties and Azure agree (i) to file the final Asset Allocation Statement as well as any similar state or local form consistently with the Allocation, in each case as agreed, and (ii) that neither Marlin GP nor Azure or any of their respective Affiliates or direct or indirect owners shall take a position on any Tax Return, or before any Governmental Authority in connection with the examination of a Tax Return or in any judicial proceeding, that is in any manner inconsistent with the terms of the Initial Purchase Price accepted Allocation, except as required by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. The parties agree that the transactions contemplated by this Agreement will be treated from Parent’s perspective for U.S. federal income Tax purposes as an asset purchase and from the perspective of the Former Equity Owners for U.S. federal income Tax purposes as a sale of partnership interests pursuant to Situation 2 of IRS Revenue Ruling 99-6, 1991-1 C.B. 432. Parent and each Former Equity Owner agree that the sum of the Purchase Price and the liabilities of the Company as of the Closing Date that are assumed by Parent (acollectively, the “Asset Sale Purchase Price”) As soon will be allocated between and among the assets held by the Company as practicable of the Closing Date. Within 90 days after the date of this AgreementClosing Date, Seller shall prepare and deliver to Purchaser: Parent will provide Representative with a schedule (ithe “Allocation Schedule”) a proposed setting forth Parent’s allocation of the Assumed Liabilities by country based on an estimate of Asset Sale Purchase Price for the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”purpose of, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of with, Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunderand any applicable provision of state, local or foreign Law, among the various class of assets listed on IRS Form 8594. If Purchaser does not deliver written notice Such allocation will be deemed final unless Representative notifies Parent in writing of any dispute (an “disagreement with the Allocation Dispute Notice”) Schedule within fifteen (15) 30 days after of receipt of such schedule. Parent and Representative will cooperate in good faith in order to reach agreement as to the Estimated Allocation allocation within 30 days of receipt by Parent of notice from Representative of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of Former Equity Owners’ disagreement with the Allocation Dispute Notice from PurchaserSchedule. If the Parties parties are unable to reach agreement, the disputed items will be resolved by the Accounting Firm and Xxxxxx do not agree upon a any determination by the Accounting Firm will be final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the final schedule as agreed to by the parties or as determined by the Accounting Firm, the “Final Allocation FirmSchedule”). The Allocation Firm shall be requested to render a determination costs, fees and expenses of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Accounting Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall will be borne equally by Seller Parent, on the one hand, and Purchaser. The Estimated Allocation Representative (on behalf of the Initial Purchase Price accepted by Former Equity Owners), on the Parties other hand. Parent and Xxxxxx or determined by the Allocation Firm, as Former Equity Owners will execute and file all Tax Returns in a manner consistent with the case may be, shall be the “Final Allocation Schedule and will not take a position in any Tax proceeding or audit or otherwise that is inconsistent with the Final Allocation Schedule; provided, however, that nothing contained herein will require the Former Equity Owners or Parent to contest, beyond the exhaustion of such party’s administrative remedies before any Taxing Authority or agency, and the Former Equity Owners and Parent will not be required to litigate before any court, including, without limitation, the United States Tax Court, any proposed deficiency or adjustment by any Taxing Authority or agency that challenges such allocation. Parent and Representative will give prompt notice to each other of the Initial Purchase Price”. The Final Allocation commencement of any tax audit or the Initial Purchase Price shall be done at arm’s length based upon a good faith determination assertion of fair market valueany proposed deficiency or adjustment by any Taxing Authority or agency that challenges such allocation.

Purchase Price Allocation. The Parties agree that the purchase of TaxSmart and New LLC shall be treated as a purchase by Buyer or applicable Affiliate of Buyer of the underlying assets of TaxSmart and New LLC for U.S. federal (aand applicable state and local) As soon as practicable after income Tax purposes. Within 90 days following the date determination of this AgreementAdjusted Closing Date Consideration pursuant to Section 2.3, Seller Buyer shall prepare and deliver to Purchaser: (i) a proposed draft of an allocation of the Assumed Liabilities by country based on an estimate portion of the fair market values of the Purchased Assets andpurchase price, if required by applicable Law, an allocation by asset category within a particular country as determined for Tax purposes (the “Estimated Allocation of the Assumed LiabilitiesAggregate Consideration”) allocable to the purchase of TaxSmart and (ii) a proposed allocation New LLC among the underlying assets of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country TaxSmart and New LLC (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PricePrice Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss review the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance Allocation and provide any comments with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) respect thereto within fifteen (15) calendar days after receipt of receipt. If the Seller does not agree with the Purchase Price Allocation, then Buyer and Seller shall attempt in good faith to reach agreement on the allocation of the Estimated Allocation of Aggregate Consideration in a manner consistent with applicable Law. If Buyer and Seller cannot reach agreement on the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following calendar days after the Seller’s receipt of the Purchase Price Allocation, then either party may submit the disputed items of the Purchase Price Allocation Dispute Notice from Purchaserto the Accounting Firm which shall resolve such disputed items under the procedures for resolving disputes as set forth in Section 2.3 (including the provisions thereof regarding fees and expenses), applied mutatis mutandis. If the The Parties and Xxxxxx do not agree upon their Affiliates shall file all Tax Returns in a final resolution manner consistent with the Purchase Price Allocation, as finally determined pursuant to the procedures set forth in this Section 11.6. The Purchase Price Allocation shall be updated from time to time to reflect adjustments to the purchase price (for Tax purposes) in a manner consistent with this Section 11.6. Notwithstanding anything to the contrary contained herein, (i) in no event shall Buyer take, or Seller be required to take, a position with respect to the Estimated Purchase Price Allocation that would be less favorable to Seller than if all of the Initial Aggregate Consideration were allocated to the purchase of the Company, and (ii) subject to clause (i), any difference between the Purchase Price within such fifteen (15) day periodAllocation, then as finally determined pursuant to the Estimated Allocation procedures set forth in this Section 11.6, and the allocation of the Initial Purchase Price Aggregate Consideration between Buyer and its Affiliates at Closing shall be submitted immediately to treated as an internationally recognized, independent accounting or valuation firm reasonably acceptable adjustment to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination portions of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing Aggregate Consideration paid by Buyer and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firmits Affiliate, as the case may beapplicable, shall be the “Final Allocation of the Initial Purchase Price”for U.S. federal (and applicable state and local) income Tax purposes. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.70

Purchase Price Allocation. (a) As soon as practicable after During the 60 day period following the date of this Agreement, Seller Buyer and Parent shall negotiate in good faith with a view to reaching agreement on a preliminary allocation of the Base Purchase Price among the Shares of the various Companies (the “Preliminary Allocation”). Parent shall furnish Buyer with all information Buyer reasonably requests in connection with the negotiation and drafting of the Preliminary Allocation. If Buyer and Parent are unable to reach an agreement on the Preliminary Allocation by the end of such period, Parent and Buyer shall follow reconciliation procedures similar to those described in Section 2.3(c) and, if necessary, shall submit the dispute to the Accounting Firm for resolution not later than 30 days prior to the Closing Date. Not later than 30 days after the Closing Date, Parent shall prepare and deliver to Purchaser: (i) Buyer for its review a proposed allocation schedule that allocates, in a manner consistent with and based upon the Preliminary Allocation, the Estimated Purchase Price among the Shares of the Assumed Liabilities by country based on an estimate various Companies for all purposes (including Tax and financial accounting purposes) (the “Final Allocation”). The parties #88810454v1 agree that any adjustment to the Purchase Price pursuant to Section 2.3 shall be reflected through the allocation amount assigned to the Shares of one or more Companies designated in the Preliminary Allocation and need not be allocated among the Shares of all of the fair market values of Companies, unless otherwise required by applicable Law. If, within 30 days after Parent delivers the Purchased Assets Final Allocation to Buyer, Buyer does not provide a written objection to the Final Allocation, the Final Allocation shall be considered to have been approved by Buyer. If, within 30 days after Parent delivers the Final Allocation to Buyer, Buyer provides a written objection to the Final Allocation, Parent and Buyer shall follow reconciliation procedures similar to those described in Section 2.3(c) and, if necessary, shall submit the dispute to the Accounting Firm. Unless required by applicable Law, an allocation by asset category within a particular country (and notwithstanding any provisions to the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”contrary herein, the “Estimated Allocation of the Initial Purchase Price”). Subject parties agree that any adjustment payment made by either party pursuant to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price 2.3 shall be prepared in accordance with the principles of Section 1060 of the Code made between Parent and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueBuyer.

Purchase Price Allocation. [not applicable] Income Tax Act – The County shall be credited towards the Purchase Price with the amount, if any, which it shall be necessary for the County to pay to the Receiver General of Canada in order to satisfy the County’s liability in respect of tax payable by GBHS under the non-residency provisions of the Income Tax Act by reason of the sale, and the same shall be provided for as an adjustment pursuant to Section 6.1(g) below. County shall not claim such credit if GBHS delivers on the Closing Date, the prescribed certificate or a statutory declaration from an officer of GBHS that it is not, as of the Closing Date, a non-resident of Canada. Adjustments - Real property taxes on the basis of the calendar year for which assessed, water and utilities (aunless metered) As soon as practicable after shall be apportioned and allowed to the Closing Date, it being agreed that the expenses and revenues of the Closing Date shall be allocated to the County. Title - The County shall be allowed up to and including the tenth day prior to the Closing Date to examine the title to the Subject Property at its own expense. Title to the Subject Property shall be good and marketable and free and clear of all restrictions, liens, encumbrances, charges, tenancies, occupancies and other possessory rights except those set out in Schedule “B” of the Donation Agreement between the County and the GBHS dated [●] [NTD: Insert date of this Donation Agreement, Seller shall prepare and deliver .] or which were contemplated thereby including any easements granted to Purchaser: (i) a proposed allocation the Corporation of the Assumed Liabilities by country based on an estimate Municipality of Grey Highlands pursuant to the fair market values of Municipal Site Plan Agreement (as that term is defined in the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”Donation Agreement) and except those set out in Schedule “B” attached hereto (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”collectively, the “Estimated Allocation of the Initial Purchase PricePermitted Encumbrances”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, It shall be the “Final Allocation responsibility of GBHS to obtain a discharge, surrender, or release of each restriction, lien, encumbrance, charge, tenancy, occupancy, or possessory right other than the Permitted Encumbrances prior to the Closing Date. Planning Act - Provided that this Agreement shall be effective to create an interest in the Subject Property only if the provisions of the Initial Purchase Price”Planning Act are complied with by GBHS on or before the Closing Date and GBHS covenants to proceed diligently at its expense to obtain any necessary consents and approvals on or before the Closing Date. The Final Allocation GBHS covenants that the prescribed statements pursuant to subsection 50(22) of the Initial Purchase Price Planning Act shall be done at arm’s length based upon a good faith determination of fair market valueproperly completed by it and its lawyers on the Closing Date.

Purchase Price Allocation. (a) As soon as practicable after Within 60 days following the date determination of this Agreementthe Final Closing Balance Sheet, Seller the Buyer shall prepare and deliver deliver, or cause to Purchaser: (i) a proposed be prepared and delivered, to the Sellers’ Representative the allocation of the Assumed Liabilities by country based on an estimate purchase price (and any other item of consideration as determined for U.S. federal income Tax purposes) among the assets of the fair market values Surviving Company and, to the extent applicable, its Subsidiaries, in accordance with Section 1060 and/or Sections 751 and 755 of the Purchased Assets andCode, if required by as applicable Lawand the principles set forth on Exhibit L (such allocation as may be amended as provided below in this Section 2.09(h), an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PricePrice Allocation”). Subject The Seller Representative shall review the draft Purchase Price Allocation and provide any proposed revisions (the sole permissible basis for which shall be that the Purchase Price Allocation was not prepared in accordance with this Section 2.09(h)) to Buyer within 30 days after receipt thereof , and Buyer and the Seller Representative shall endeavor in good faith to resolve any disputes with respect thereto, and if they cannot resolve any such dispute, then the dispute shall be resolved by the Accounting Firm in accordance with the dispute resolution mechanism set forth in Section 6.04(a2.09(d), during and the fifteen (15) day period following delivery of Purchase Price Allocation as determined by the Estimated Allocation of Accounting Firm shall be final and binding on the Initial Purchase Priceparties hereto, Seller shall make its Representatives reasonably and timely available subject to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Priceany adjustments as described immediately below. The Estimated Allocation of Buyer shall prepare or cause to be prepared adjustments to the Initial Purchase Price Allocation (which shall be prepared not make any determination that is inconsistent with this Section 2.09(h)) in accordance with the principles set forth in this Section 2.09(h) as necessary to account for any adjustment to the purchase price (and any other item of consideration as determined for U.S. federal income Tax purposes) pursuant to this Agreement and provide such amended allocation to the Sellers’ Representative. The Seller Representative shall review the draft adjusted Purchase Price Allocation and provide any proposed revisions (the sole permissible basis for which shall be that the Purchase Price Allocation was not prepared in accordance with this Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”2.09(g)) to Buyer within fifteen (15) 30 days after receipt of thereof, and Buyer and the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price Seller Representative shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, endeavor in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution any disputes with respect to the Estimated Allocation of the Initial Purchase Price within thereto, and if they cannot resolve any such fifteen (15) day perioddispute, then the Estimated Allocation of dispute shall be resolved by the Initial Accounting Firm (which shall not make any determination that is inconsistent with this Section 2.09(h)) in accordance with the dispute resolution mechanism set forth in Section 2.09(d), and the Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to Allocation as determined by the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Accounting Firm shall be final and binding, absent manifest error. Any fees payable to binding on the Allocation Firm shall be borne equally by Seller and Purchaserparties hereto. The Estimated parties hereto agree not to, and to cause their Affiliates not to, take any position, in connection with any Tax Return, audit or similar proceeding related to Taxes, that is inconsistent with the finally determined Purchase Price Allocation or the Agreed Tax Treatment except as otherwise required by a “determination” (as defined in Section 1313(a) of the Initial Purchase Price accepted Code or any comparable provision of foreign, state or local Applicable Laws) by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueTaxing Authority).

Purchase Price Allocation. (a) As soon as practicable after The Purchase Price will be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation assets of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company in accordance with the principles of Section 1060 of the Code and (the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute NoticeMethodology”) within fifteen ). Within ninety (1590) days after receipt the determination of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed in accordance with Section 1.5 (or such other time as Buyer and the Final Securityholder agree in writing), Xxxxx will deliver a draft allocation schedule using the Allocation of Methodology (the Initial Purchase Price for all purposes hereunder. Prior “Allocation Schedule”) to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenSecurityholder. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the Within thirty (30) day period following Seller’s days after the receipt of such draft Allocation Schedule, the Securityholder will propose to Xxxxx in writing any objections or proposed changes to such draft Allocation Schedule (and in the event no such changes are proposed in writing to Buyer within such time period, the Securityholder will be deemed to have agreed to, and accepted, the Allocation Dispute Notice from PurchaserSchedule). If In the Parties event of objections or proposed changes, the Securityholder and Xxxxxx do not agree upon a final resolution Xxxxx will attempt in good faith to resolve any differences between them with respect to the Estimated Allocation Schedule within ten (10) days (or such longer period as they may mutually agree) after Xxxxx’s receipt of a timely written notice of objection or proposed changes from the Initial Purchase Price Securityholder. If the Securityholder and Buyer fail to reach an agreement despite their good-faith efforts within such fifteen (15) day time period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties those matters and Xxxxxx amounts remaining in dispute (the “Disputed Allocation FirmAmounts”). The ) will be submitted to the Accounting Firm which, acting as experts and not arbitrators, will resolve the Disputed Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation FirmAmounts only, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of applying the Allocation Firm shall be final Methodology, and binding, absent manifest error. Any fees payable make any necessary adjustments to the Allocation Schedule. The Accounting Firm will make a determination as soon as practicable within thirty (30) days (or such other time as Buyer and the Securityholder agree in writing) following their engagement, and their resolution of the Disputed Allocation Amounts and any resulting adjustments to the Allocation Schedule will be final, conclusive and binding on the parties. Fees and costs of the Accounting Firm shall be borne equally by Seller Xxxxx and Purchaserthe Securityholder. The Estimated Neither the Company nor any other party to this Agreement, nor their Affiliates will take any position, including filing IRS Form 8594, inconsistent with the Allocation Schedule, as finally determined. Each party shall notify the other parties to 4862-8185-4004 v.19 this Agreement of any inquiry, audit or investigation by any taxing authority involving the Allocation Schedule and related allocation of purchase price among the assets of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCompany.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare The sale and deliver to Purchaser: (i) a proposed allocation purchase of the Assumed Liabilities by country based on an estimate Interests shall be treated for Tax purposes as the sale and purchase of the fair market values assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within Company (except that for franchise Tax purposes in the State of Texas the sale and purchase shall be treated as a particular country sale of Interests) and no party hereto or any controlled Affiliate thereof shall take any position inconsistent with such treatment. Seller and Buyer agree that the Final Purchase Price (and any assumed liabilities as determined for Tax purposes) will be allocated among the “Estimated Allocation assets of the Assumed Liabilities”) and (ii) Company for all Tax purposes in a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute No later than ninety (an “Allocation Dispute Notice”) within fifteen (1590) days after receipt the Closing Date, Seller shall prepare and deliver to Buyer for Buyer’s review and approval, a copy of the Estimated Allocation Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Final Purchase Price (and any assumed liabilities as determined for Tax purposes) among the Company’s assets. Seller shall prepare and deliver to Buyer, from time to time, for Buyer’s review and approval revised copies of the Initial Purchase Price, Asset Acquisition Statement (the Estimated Allocation of “Revised Statements”) so as to reflect any matters on the Initial Asset Acquisition Statement that need updating (including Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderAdjustments, if any). Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the Within thirty (30) day period following Seller’s receipt days of delivery of the Allocation Dispute Notice from Purchaser. If Asset Acquisition Statement or the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmRevised Statements, as the case may be, Buyer shall review such statements; and if Buyer agrees on the allocation of the Final Purchase Price (and any assumed liabilities as determined for Tax purposes) (which shall be evidenced by an Asset Acquisition Statement or the “Final Allocation Revised Statements signed by each of Buyer and Seller), Buyer, Seller and their respective controlled Affiliates shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the event that Buyer and Seller are unable to agree on such allocation within thirty (30) days after the delivery of the Initial Purchase Price”Asset Acquisition Statement or the Revised Statements, as the case may be, the parties shall negotiate in good faith to reach agreement. In the event that the parties cannot reach an agreement on the disputed allocations, Buyer and Seller shall submit the disputed allocations for resolution to the Independent Accounting Firm, which shall, within thirty (30) days after submission, report to the parties hereto its determination on such disputed allocations. The Final Allocation allocations determined by the Independent Accounting Firm shall be conclusive and binding upon Buyer and Seller, and Buyer, Seller and their respective controlled Affiliates shall file all Tax Returns and information reports (including, without limitation, Form 8594) in a manner consistent with such determination. Each of Buyer and Seller shall bear all fees and costs incurred by it in connection with the disputed allocations, except that all costs and expenses of the Initial Purchase Price Independent Accounting Firm relating to the disputed allocations shall be done at arm’s length based upon a good faith determination of fair market valueborne equally by Buyer and Seller.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare Buyer and deliver to Purchaser: Sellers agree that (i) a proposed allocation the Class C Cash Consideration plus the Class C Net Closing Cash Adjustment and Class D Cash Consideration plus the Class D Net Closing Cash Adjustment (plus liabilities of the Assumed Liabilities by country based on an estimate relevant entities and other amounts required to be taken into account under Sections 751 and 1060 of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Code) (the “Estimated Allocation Allocable Amount”) will be allocated among the assets of LDLH and KYLH (and their subsidiaries, as applicable), respectively, in a manner consistent with Sections 751 and 1060 of the Assumed Liabilities”Code. On or prior to the date that is sixty (60) and (ii) a days after the Closing Date, Buyer shall provide to the Sellers’ Representative Buyer’s proposed allocation allocations of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within Allocable Amount in a particular country (the “Estimated Allocation of the Initial Payment”, manner consistent with Sections 751 and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the Within thirty (30) day period following Seller’s receipt days after the date of the delivery by Buyer to the Sellers’ Representative of Buyer’s proposed allocation of the Allocable Amount, the Sellers’ Representative shall deliver written notice to Buyer (the “Seller Allocation Dispute Notice”) of any proposed changes to such allocations. Should the Sellers’ Representative fail to timely deliver a Seller Allocation Notice from Purchaserto Buyer, Sellers shall be deemed to have agreed with Buyer’s proposed allocation of the Allocable Amount upon the expiration of such 30-day period. If Should the Parties Sellers’ Representative timely deliver a Seller Allocation Notice, the Sellers’ Representative and Xxxxxx do Buyer shall negotiate in good faith to resolve any disputed items set forth therein. Should the parties fail to resolve any disputed items within 30 days of timely delivery of a Seller Allocation Notice, the parties shall submit the disagreement to resolution by the Accounting Expert. Such allocation, as agreed in writing by the parties or as determined by the Accounting Expert, shall be referred to herein as the “Final Allocation.” The costs and expenses of the Accounting Expert in connection with such determination shall be borne by 50% by Buyer and 50% by the Sellers’ Representative. The Final Allocation shall be revised to take into account subsequent adjustments to the Merger Consideration in the manner provided by Sections 751 and 1060 of the Code and the Treasury Regulations thereunder. Buyer and Sellers shall file all Tax Returns and information reports in a manner consistent with the Final Allocation and shall not agree upon take any position with respect to Taxes which is inconsistent with such Final Allocation, as finally determined, except in both cases as otherwise required by a final resolution Final Determination. For the avoidance of doubt, nothing in this Section 6.1(i) shall be interpreted to impose on Buyer any responsibility for making calculations under Sections 751 of the Code with respect to the Estimated Allocation deemed sale by Sellers of their equity interests in KYLH and LDLH, and Sellers shall have the Initial Purchase Price within such fifteen sole responsibility for making their own calculations under Section 751 (15based on the allocation as determined under this Section 6.1(a)(i)) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable with respect to the Parties deemed sale by Sellers of their equity interests in KYLH and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueLDLH.

Purchase Price Allocation. The parties hereto agree that within sixty (a60) As soon as practicable days after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation determination of the Assumed Liabilities by country based on Final Closing Net Working Capital, Purchaser shall provide the Vendors with an estimate allocation schedule allocating the Purchase Price (plus other relevant items) first among the Purchased Securities, and then among the assets of the fair market values Conifex Holdco Subsidiaries and the adjusted gross-up basis among the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared El Dorado in accordance with the principles of Section 1060 set forth on Schedule “D” to this Agreement (the “Allocation Schedule”). Vendors shall complete their review of the Code and the Treasury Regulations promulgated thereunderAllocation Schedule within thirty (30) days after Vendors’ receipt thereof. If Vendors wish to dispute any items in the Allocation Schedule, the Purchaser does and Vendors shall negotiate in good faith to resolve such disputed items in a manner consistent with the Allocation Schedule. Any adjustments to the Purchase Price made pursuant to this Agreement shall be allocated in a manner consistent with Schedule “D”. Each party hereto and each of their respective Affiliates shall report, act and file all Tax Returns (including IRS Form 8594, IRS Form 8023, and IRS Form 8883) consistently with the Allocation Schedule for the Tax year in which the Closing Date occurs and shall not deliver written notice take any position on any Tax Return or during the course of any dispute audit or other proceeding that is inconsistent with the Allocation Schedule unless required by a determination of a Governmental Authority that is final. Each of Purchaser and Vendors shall deliver to the other party a copy of its IRS Form 8594, IRS Form 8023 and IRS Form 8883 relating to the Purchased Securities not later than thirty (an “Allocation Dispute Notice”30) days prior to the filing thereof. The parties agree to provide each other with any information necessary to complete such Tax Returns and to notify each other, within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Pricedays, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation initiation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable any Proceeding by any Taxation Authority relating to the Allocation Firm Schedule, and Vendors and Purchaser shall be borne equally by Seller and Purchaser. The Estimated Allocation of negotiate in good faith how to resolve the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by same in a manner consistent with the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueSchedule.

Purchase Price Allocation. Purchaser’s acquisition of the Membership Interests is intended to be treated as a taxable acquisition of the assets of the Company for federal (aand applicable state and local) As soon income tax purposes, and the parties shall file all Tax Returns consistent with such Tax treatment. Purchaser shall, as promptly as reasonably practicable after the date determination of this Agreementthe Final Purchase Price pursuant to Section 2.9, Seller shall prepare and deliver but in no event more than sixty (60) days thereafter, submit to SellerCo a statement of Purchaser: (i) a proposed ’s allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Final Purchase Price shall and other items that are required to be prepared allocated for Tax purposes, including any Closing Indebtedness, to the different purchased Assets in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and in accordance with the principles set forth in Exhibit E (the “Purchase Price Allocation Statement”). If Purchaser does not deliver written notice of The Purchase Price Allocation Statement shall be, binding and conclusive upon the parties hereto, unless SellerCo objects in writing to any dispute (an “item or items shown on the Purchase Price Allocation Dispute Notice”) Statement within fifteen (15) days Business Days after receipt delivery thereof to SellerCo. In the event that Purchaser and SellerCo are unable to resolve any dispute within ten (10) Business Days after delivery of SellerCo’s written objection to Purchaser, Purchaser and SellerCo shall jointly retain the Audit Firm to resolve the disputed items, whose determination shall be final and binding upon the parties. Promptly after the Closing Date (but not before a resolution of all disputes, if any, with regard to the Purchase Price Allocation Statement and pursuant to Section 2.9), Purchaser’s accountant shall prepare, in consultation with SellerCo or SellerCo’s accountant, those statements or forms (including Form 8594) required by Section 1060 of the Estimated Allocation of Code and the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution Treasury Regulations promulgated thereunder with respect to the Estimated Allocation allocation of the Initial Final Purchase Price. Such statements or forms shall be prepared consistently with the Purchase Price within such fifteen (15) day period, then Allocation Statement. Such statements or forms shall be filed by the Estimated Allocation parties on their respective federal income tax returns as required by Section 1060 of the Initial Purchase Price Code and the Treasury Regulations promulgated thereunder and each party shall be submitted immediately to an internationally recognized, independent accounting provide the other party with a copy of such statement or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, form as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuefiled.

Purchase Price Allocation. The Parties agree to allocate the Purchase Price (aplus Assumed Liabilities, to the extent properly taken into account under the Code and applicable Treasury Regulations) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of among the Purchased Assets andAssets, if required by applicable Lawwithin sixty (60) days following the Closing Date, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute , and in accordance with the purchase price allocation methodology as set forth on Schedule 2.2 (an the “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price Allocation”). The Parties shall be deemed jointly prepare and determine the Final Allocation of the Initial Purchase Price for all purposes hereunderAllocation based on the allocation methodology set forth on Schedule 2.2. Prior to In the end of such fifteen (15) day period, Purchaser may accept event that the Estimated Allocation of Parties cannot agree on the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period days following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If Closing, the Parties and Xxxxxx do not agree upon a final shall submit the matter for resolution to the Independent Accounting Firm. The Independent Accounting Firm shall determine any disputed items with respect to the Estimated Allocation of the Initial Purchase Price within Allocation and shall provide a written decision regarding such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest errorbinding upon the Parties. Any The fees payable to and expenses of the Allocation Independent Accounting Firm shall be borne shared equally by Seller and Purchaserthe Parties. The Estimated Allocation of Subject only to any adjustments to the Initial Purchase Price accepted as provided in this Agreement, the Parties agree (i) to be bound by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price Allocation, (ii) to act in accordance with the Purchase Price Allocation in the preparation of financial statements and filing of all Tax Returns (including filing Form 8594 with the United States federal Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto, and (iii) to take no position and to cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, including United States federal and state income Tax and foreign income Tax. Not later than thirty (30) days prior to filing their respective Forms 8594 (and analogous state forms) relating to the transaction contemplated by this Agreement, each Party shall be done at arm’s length based upon deliver to the other Parties a good faith determination copy of fair market valueits Form 8594 (and analogous state forms).

Purchase Price Allocation. Seller and Purchaser agree to (aand agree to cause their respective Affiliates to) As allocate the Purchase Price and any assumed Liabilities treated as amount realized, for Tax purposes, among the assets and shares deemed sold for US federal Income Tax purposes in accordance with Exhibit 8 attached hereto (the “Purchase Price Allocation”). Within one hundred twenty (120) days after the Closing Date or as soon as practicable after the date of this Agreementthereafter, Seller Purchaser shall prepare and deliver to Purchaser: (i) Seller a proposed allocation of the Assumed Liabilities by country based on an estimate Purchase Price (and other relevant amounts) as of the fair market values of the Purchased Assets andClosing Date, if required by applicable Lawwhich allocation shall incorporate, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) reflect and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together be consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall Allocation and be prepared determined in accordance a manner consistent with the principles of Section Sections 338 and 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Purchaser’s Allocation”). If Purchaser does not Seller disagrees with Purchaser’s Allocation, Seller may, within sixty (60) days after delivery of Purchaser’s Allocation, deliver written a notice of any dispute (an the “Seller’s Allocation Dispute Notice”) within fifteen (15) days after receipt to Purchaser to such effect, specifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserother relevant amounts). If the Parties Seller’s Allocation Notice is duly delivered, Seller and Xxxxxx do not agree upon a final resolution with respect Purchaser shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach agreement on the Estimated Allocation disputed items or amounts in order to determine the allocation of the Initial Purchase Price within such fifteen (15) day periodand other relevant amounts), then which allocation shall incorporate, reflect and be consistent with the Estimated Allocation of the Initial Purchase Price Allocation. If Seller and Purchaser are unable to reach such agreement, they shall be submitted immediately to an internationally recognized, promptly thereafter cause a reputable independent accounting or valuation firm reasonably acceptable agreed to by the Parties and Xxxxxx (the “Allocation Accounting Firm”)) to resolve any remaining disputes. The Allocation Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Accounting Firm shall incorporate, reflect and be requested to render a determination of consistent with the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing Purchase Price Allocation. All fees and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable expenses relating to the Allocation work, if any, to be performed by the Accounting Firm shall be borne equally by Seller, on the one hand, and Purchaser, on the other hand. The allocation of the Purchase Price (and other relevant amounts), as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx Purchaser or as determined by the Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation Firmshall be adjusted, as necessary, to reflect any subsequent adjustments to the case may bePurchase Price pursuant to this Agreement. Seller and Purchaser agree (and agree to cause their respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including, but not limited to, IRS Forms 8883 and 8594) in accordance with the Allocation. Seller, Purchaser or any of their respective Affiliates shall be not take any position inconsistent with the Allocation on any Tax Return or in any Proceeding before a Tax Authority related to Taxes (a “Final Allocation Tax Proceeding”), in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Initial Purchase Price”. The Final Allocation Code (or any similar provision of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable state, local or foreign Law).

Purchase Price Allocation. The Final Purchase Price (aand any assumed liabilities and other amounts treated as consideration for applicable U.S. federal income Tax purposes) As soon as practicable after will be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation assets of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by Target Companies for all applicable Law, an allocation by asset category within Tax purposes in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of A draft statement setting forth the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx allocations (the “Allocation FirmStatement”). The Allocation Firm ) shall be requested to render a determination of the applicable dispute within fifteen (15) prepared by Seller. No later than 120 days after referral the Closing Date (and if an adjustment to the Estimated Purchase Price is required pursuant to Section 1.3, 60 days after such Estimated Purchase Price adjustment is finalized and paid pursuant to Section 1.3(g)), Seller shall deliver the Allocation Statement to Buyer (and, in the case of an adjustment to the matter Estimated Purchase Price, an updated Allocation Statement) for Buyer’s review and comment, and Buyer and Seller will cooperate in good faith to resolve any disagreements with respect thereto. If Buyer and Seller are able to agree to such Allocation FirmStatement (as revised to accommodate any comments of Buyer, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation Statement”) within 60 days following delivery thereof, or such later date as agreed to by Buyer and Seller, then Buyer and Seller shall file and cause their Affiliates to file IRS Form(s) 8594 (where required) and all income Tax Returns in accordance with the Final Allocation Statement, and neither of them shall thereafter take a position on an income Tax Return inconsistent with the Final Allocation Statement unless required pursuant to a final determination within the meaning of Section 1313(a) of the Initial Purchase Price”Code (or any similar provision of state, local, or non- U.S. Law, as appropriate). The Final If Buyer and Seller are unable to agree to such Allocation of Statement within the Initial Purchase Price time period described above, following delivery thereof, each party shall be done at arm’s length based upon a good faith determination entitled to adopt its own position regarding the allocation. Buyer and Seller each agree to provide the other promptly with any information reasonably required to complete the Allocation Statement and shall notify and provide the other with reasonable assistance in the event of fair market valuean examination, audit or other proceeding regarding the allocations determined pursuant to this Section 5.7.

Purchase Price Allocation. (a) As soon as practicable No later than 90 days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: (i) a proposed the Monetizing Sponsors an allocation of the Assumed Liabilities by country based on an estimate portion of the fair market values Purchase Price allocated to the Company pursuant to Section 1.3 (and any relevant Liabilities of the Company and its Subsidiaries attributable to the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation Interests of the Assumed Liabilities”) and (ii) a proposed allocation Company under Section 752 of the Initial Payment by country based on an estimate Code and all other relevant items) as of the fair market values Closing Date among the portion of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation assets of the Initial Payment”, Company and together with its Subsidiaries attributable to the “Estimated Allocation Purchased Interests of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company as determined in accordance with the principles of Section 1060 755 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute thereunder (an the “Allocation Dispute NoticePurchase Price Allocation”) within fifteen for the Monetizing Sponsors’ review. The Monetizing Sponsors shall have an opportunity to review the proposed Purchase Price Allocation for a period of twenty (1520) days after receipt of the Estimated Allocation proposed Purchase Price Allocation. If the Monetizing Sponsors disagree with any aspect of the Initial proposed Purchase PricePrice Allocation, the Estimated Allocation of the Initial Purchase Price Monetizing Sponsors shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior notify Purchaser in writing prior to the end of such fifteen 20-day period (15) day periodan “Allocation Objection Notice”), Purchaser may accept setting forth the Estimated Allocation of the Initial Monetizing Sponsors’ proposed Purchase Price by delivering written notice to that effect to Seller Allocation and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forthspecifying, in reasonable detail, any dispute as to Purchaser’s proposed Purchase Price Allocation. If the basis thereforAllocation Objection Notice is duly delivered, Purchaser and the Monetizing Sponsors shall, during the 20 days following such delivery, use commercially reasonable efforts to jointly reach agreement on the disputed items or amounts in order to determine the Purchase Price Allocation. If Purchaser and the Monetizing Sponsors have not resolved all objections and agreed upon a final Purchase Price Allocation after such 20-day period ends, Purchaser and the Monetizing Sponsors shall engage the Accounting Referee to resolve any outstanding disputes, and such resolution shall be final, conclusive and binding upon each of the Parties. The determination fees and disbursements of the Allocation Firm Accounting Referee shall be final shared equally by Purchaser, on the one hand, and bindingthe Monetizing Sponsors, absent manifest erroron the other hand. Any fees payable Purchase Price Allocation prepared by Purchaser if no Allocation Objection Notice has been given or as adjusted pursuant to any agreement between Purchaser and the Monetizing Sponsors or by the Accounting Referee shall be conclusive and binding on the Parties, and none of Purchaser, the Monetizing Sponsors or any of their respective Affiliates shall take any position inconsistent with such Purchase Price Allocation on any Tax Return or in any Tax Proceeding, in each case, except to the Allocation Firm shall be borne equally by Seller and Purchaserextent otherwise required pursuant to a change in applicable Law or pursuant to the good faith resolution of any Tax Proceeding. The Estimated Allocation In the event of an adjustment to the Initial Purchase Price accepted by pursuant to the Parties terms of this Agreement, the Monetizing Sponsors and Xxxxxx or determined by Purchaser agree to adjust the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon Allocation in a good faith determination of fair market valuereasonable manner to reflect such adjustment.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare The sale and deliver to Purchaser: (i) a proposed allocation purchase of the Assumed Liabilities by country based on an estimate Equity Interests shall be treated for United States federal and state income tax purposes as the sale and purchase of the fair market values assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Company and no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. The Seller and the Buyer agree that the final Purchase Price (and any assumed liabilities as determined for United States federal income tax purposes) will be allocated among the “Estimated Allocation assets of the Assumed Liabilities”) and (ii) Company for all United States Tax purposes in a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute No later than one-hundred and twenty (an “Allocation Dispute Notice”) within fifteen (15120) days after receipt the Closing Date, the Buyer shall prepare and deliver to the Seller for the Seller’s review and approval, a copy of the Estimated Allocation Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the final Purchase Price (and any assumed liabilities as determined for United States federal income tax purposes) among the Company’s assets. The Buyer shall prepare and deliver to the Seller, from time to time, for the Seller’s review and approval revised copies of the Initial Purchase PriceAsset Acquisition Statement (the “Revised Statements”) so as to reflect any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). If the Estimated Allocation Buyer and the Seller agree on the allocation of the Initial final Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price (and any assumed liabilities as determined for all purposes hereunder. Prior to the end of such fifteen (15United States federal income tax purposes) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt days after the delivery of the Allocation Dispute Notice from Purchaser. If Asset Acquisition Statement or the Parties and Xxxxxx do not agree upon a final resolution with respect to Revised Statements, as the Estimated Allocation case may be (which shall be evidenced by an Asset Acquisition Statement or the Revised Statements signed by each of the Initial Purchase Price Buyer and the Seller), the Buyer, the Seller and their Affiliates shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the event that the Buyer and the Seller are unable to agree on such allocation within such fifteen thirty (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (1530) days after referral the delivery of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, Asset Acquisition Statement or the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmRevised Statements, as the case may be, such disagreement shall be referred to the “Final Allocation Independent Accounting Firm in accordance with the procedures set forth in Section 2.5(c). The decision of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price Independent Accounting Firm shall be done at arm’s length based upon binding on the parties and the Buyer, the Seller and their Affiliates shall file all Tax Returns and information reports in a good faith determination of fair market valuemanner consistent with such agreed allocation and shall take no position inconsistent therewith unless otherwise required by Law.

Purchase Price Allocation. The Purchase Price (aplus any items to the extent properly taken into account under Section 1060 of the Code) As soon shall be allocated among the assets of the Group Companies properly treated as practicable after the date of acquired for Tax purposes pursuant to this Agreement, Seller shall prepare in accordance with Sections 1060 and deliver to Purchaser: (i336(e) a proposed allocation of the Assumed Liabilities Code, as applicable, and the Treasury Regulations thereunder (the “Purchase Price Allocation”) in accordance with Exhibit E. Within 90 calendar days after the Closing Statement becomes final, Purchaser shall deliver the Purchase Price Allocation to Parent. Parent shall have the right to review and raise any objections in writing to the Purchase Price Allocation during the 20-day period after receipt thereof. If Parent does not raise any objections in accordance with the procedures set forth in this Section 5.07(f), Parent shall be deemed to have agreed to the Purchase Price Allocation and the Purchase Price Allocation shall become the final Purchase Price Allocation. If Parent raises an objection in writing in accordance with the procedures set forth in this Section 5.07(f), the parties shall negotiate in good faith to resolve the dispute. If Purchaser and Parent are able to finally agree on a purchase price allocation pursuant to this Section 5.07(f), that allocation shall be the “Final Purchase Price Allocation”. If Purchaser and Parent are unable to reach a timely agreement regarding the Purchase Price Allocation, each party shall be entitled to adopt its own position regarding the Purchase Price Allocation with no responsibility or liability with respect to the other party’s position. If the Final Purchase Price Allocation is agreed, Purchaser and Parent agree to (x) be bound by country based the Final Purchase Price Allocation, (y) act in accordance with the Final Purchase Price Allocation in the preparation of financial statements and filing of all Tax Returns (including with respect to IRS Form 8594 and IRS Form 8883) and (z) take no position inconsistent with the Final Purchase Price Allocation on an estimate of the fair market values of the Purchased Assets and, if any Tax Return unless otherwise required by applicable Law. The parties shall, an allocation by asset category within a particular country (in good faith, make adjustments to the “Estimated Final Purchase Price Allocation of as necessary to account for any adjustments to the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of In the Initial event that any Taxing Authority disputes the Final Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase PriceAllocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Parent or Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be use reasonable best efforts to promptly notify the “Final Allocation other party in writing of the Initial Purchase Price”. The Final Allocation nature of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch dispute.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation The portion of the Assumed Liabilities Total Consideration paid with respect to Units, other than Units held by country based on an estimate Blocker (plus any assumed liabilities and other items required to be taken into account for such purpose) shall be allocated among the assets of the fair market values of the Purchased Assets Company (and, if required by applicable Lawas applicable, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”any Subsidiaries treated as flow-through entities for income Tax purposes) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section Sections 743, 751, 755 and 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder pursuant to a written allocation delivered by the Equityholder Representative to Purchaser within one-hundred and twenty (120) days of the Closing Date (the "Allocation"). Within sixty (60) days of the Closing Date, the Equityholder Representative shall deliver to Purchaser a draft of the Allocation (the "Draft Allocation") together with supporting documentation, reasonably acceptable to Purchaser, to allow Purchaser to review and comment on the Draft Allocation. Purchaser shall review the Draft Allocation and provide the Equityholder Representative with comments within forty (40) days of the date that Purchaser received the Draft Allocation. The Equityholder Representative shall consider in good faith all of Purchaser's comments to the Draft Allocation. The Allocation will not be final without the mutual consent of Purchaser and the Equityholder Representative, which shall not be unreasonably conditioned, withheld or delayed by either party (the Allocation as finalized, the "Final Allocation"). If Purchaser does the Allocation is not deliver written notice of any dispute finalized within one-hundred and twenty (an “Allocation Dispute Notice”) within fifteen (15120) days after receipt of the Estimated Closing Date, then Purchaser and the Equityholder Representative shall finalize the Allocation of pursuant to the Initial Purchase Priceprocedures set forth in Section 11.5. Except to the extent otherwise required by applicable Law, Purchaser and the Estimated Allocation of the Initial Purchase Price Company shall file or cause to be deemed filed all Tax Returns in a manner consistent with the Final Allocation and shall not make any inconsistent statement or adjustment on any Tax Return or during the course of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day periodany Tax-related matter, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed or otherwise take any Tax position inconsistent with the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserunless otherwise required by law. If the Parties and Xxxxxx do not agree upon a final resolution with respect Total Consideration is adjusted pursuant to this Agreement, the Estimated Final Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to adjusted as appropriate and Purchaser and the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm Equityholder Representative shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be cooperate in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuein making any such adjustments.

Purchase Price Allocation. (a) As soon as reasonably practicable after the date determination of the Closing Cash Payment Adjustment pursuant to this AgreementArticle II, Seller but in any event within thirty (30) days thereafter, the Purchaser shall prepare and deliver to Purchaser: (i) the Sellers’ Representative a proposed draft allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared (and all other capitalizable costs treated as consideration under Treasury Regulation Section 1.1060-1(c)) among the purchased assets in accordance with the principles of Section 1060 of the Code (and any similar provision of state, local, or non-United States law, as appropriate) for purposes of determining the Treasury Regulations promulgated thereunderUnited States federal income tax consequences of the transaction (the “Allocation”). If The Allocation shall be consistent with the principles of allocation set forth on Section 2.8(b) of the Disclosure Schedules. The Sellers’ Representative shall have the right to review the Allocation and shall notify Purchaser does not deliver written notice in writing of any dispute objections within twenty (an “Allocation Dispute Notice”) within fifteen (1520) days after receipt of the Estimated Allocation of Allocation. The Purchaser and the Initial Purchase PriceSellers’ Representative shall cooperate in good faith to reach agreement on the disputed items or amounts, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenif any. If the Purchaser delivers and the Sellers’ Representative are unable to reach an Allocation Dispute Notice agreement regarding the Allocation, then within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period days following Seller’s receipt by the Purchaser of the Sellers’ Representative’s written objections, any disagreement shall be resolved by an independent accounting firm (to be selected as provided in Section 2.7 in the event not theretofore selected) whose involvement shall be limited solely to disputed items. Any Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect determined pursuant to the Estimated Allocation decision of the Initial independent accounting firm shall incorporate, reflect and be consistent with this Section 2.8. The Allocation, as prepared by the Purchaser if no timely written objection by the Sellers’ Representative has been given, as adjusted pursuant to any agreement between the Purchaser and the Sellers’ Representative or as determined by the independent accounting firm, and as adjusted to reflect any adjustments to the Purchase Price within such fifteen (15) day periodas applicable, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation FirmFinal Allocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest errorbinding on the Parties. Any fees payable to and expenses of the Allocation Firm independent accounting firm shall be borne equally by Seller the Purchaser and Purchaserthe Sellers using the same method of allocation described in Section 2.7. After the Closing, the Parties shall, and shall cause their respective Affiliates to, make consistent use of the Final Allocation, as adjusted to reflect any adjustments to the Purchase Price, for all Tax purposes. The Estimated Allocation Company, the Sellers and the Purchaser shall report, act, and file Tax Returns (including, in the case of the Initial Purchase Price accepted Purchaser, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation. Neither the Company, the Sellers nor the Purchaser shall take any position (whether in audits, Tax Returns, or otherwise) that is inconsistent with such information unless required to do so by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall Buyer will prepare and deliver to Purchaser: (i) a proposed an allocation of the sum of [●] and the Assumed Liabilities by country based on an estimate of (and all other capitalized costs) among the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Code Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provisions of state, local, or non-U.S. Law, as appropriate), which allocation will be binding upon the Parties hereunder. Buyer will deliver such allocation (the "ATI Allocation Statement" as may be subsequently adjusted by Buyer pursuant to this Section 2.4) to Seller within 60 days after the final resolution of the adjustments made pursuant to Section 1.3 of the Purchase Agreement. The ATI Allocation Statement will be adjusted after the Effective Time to reflect any payments made in connection with any indemnification payments made pursuant to Section 6. If Purchaser Seller does not deliver written notice agree with the ATI Allocation Statement, Seller will propose any changes to the ATI Allocation Statement to the Buyer in writing, and Buyer and Seller will use reasonable efforts to reach a binding agreement on the allocation (the "Agreed Allocation"). No Party will take any position inconsistent with the Agreed Allocation on any Tax Return, including a timely filed Internal Revenue Service Form 8594, in any audit or proceeding before any Taxing Authority, in any report made for Tax, or otherwise, unless required to do so by a final "determination" (within the meaning of any dispute (Section 1313(a) of the Code). If Buyer and Seller do not reach an “Agreed Allocation Dispute Notice”) within fifteen (15) 120 days after receipt the Closing Date, Buyer and Seller will each prepare its own allocation of the Estimated Allocation consideration among the Assets to be used by such party. Notwithstanding the foregoing, the parties hereby agree that the consideration allocable to the loan receivables of the Initial Purchase Price, the Estimated Allocation Seller set forth on (or referred to in) Section 5.6(b) of the Initial Purchase Price shall Seller Disclosure Letter will be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior equal to the end face amount of such fifteen loan receivables (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller plus accrued and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”unpaid interest). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. Within seventy-five (a75) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation days of the Assumed Liabilities by country based on an estimate determination of the fair market values of the Purchased Assets andFinal Consideration pursuant to Section 2.05, if required by applicable Law, an allocation by asset category within Purchaser shall provide Highlander with a particular country statement that allocates (the “Estimated Allocation Purchase Price Allocation”) Highlander’s Pro Rata Share of the Assumed Liabilities”Final Consideration (any other amounts required to be taken into account for U.S. federal income tax purposes) and (ii) a proposed allocation among the appropriate assets of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Company consistent with Treasury Regulation Sections 1.751-1 and 1.755-1 (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PricePrinciples”). Subject The Parties agree to treat any prepaid subscription (or similar) revenues as an unrealized receivable within the meaning of Code Section 6.04(a751(c), during . Purchaser shall permit Highlander to review and comment on the fifteen Purchase Price Allocation. Unless Highlander notifies Purchaser in writing within thirty (1530) day period following delivery days after the receipt of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial draft Purchase Price shall Allocation that Highlander considers the amount allocated to not be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase PricePrinciples, the Estimated Allocation of the Initial Purchase Price Highlander shall be deemed to have agreed to the Final Allocation of the Initial Purchase Price for all purposes hereunderAllocation as prepared by Purchaser. Prior to the end of such fifteen (15) day period, Highlander and Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts attempt to resolve such dispute during the any timely raised objections raised by Highlander within thirty (30) day period following Sellerdays of Highlander’s receipt of the such Purchase Price Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution on an alternative allocation in the ten (10) days following the date Purchaser received Highlander’s written objection notice, then Highlander and Purchaser shall submit the dispute with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then Allocation on the Estimated Allocation of next Business Day to the Initial Purchase Price Reviewing Accountant whose review shall be submitted immediately limited to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render whether a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be disputed item has been prepared in writing and must set forth, in reasonable detail, the basis therefor. The determination of accordance with the Allocation Firm Laws and shall be final and bindingbinding on all Parties with any fees, absent manifest errorcosts and expenses incurred in connection with the independent accountant to be shared equally by the Purchaser and Highlander. Any fees payable In the event that any adjustment is required to be made to the Purchase Price Allocation Firm as a result of any adjustment to the Final Consideration, Purchaser shall be borne equally by Seller prepare and Purchaserdeliver a revised Purchase Price Allocation to Highlander (and Highlander may review and provide comments with respect to such revised Purchase Price Allocation in the same manner as the initial Purchase Price Allocation was prepared). The Estimated Parties shall prepare and file all Tax Returns in a manner consistent with the Purchase Price Allocation and shall not take any position on any ‎Tax Return or in the course of any Tax ‎audit, review, litigation, or other proceeding inconsistent with the Purchase Price Allocation, unless otherwise required by ‎a final “determination” within the meaning of Section 1313 of the Initial Code (or any similar or corresponding provision of state, local, or non-U.S. Law) or a revised Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. Within thirty (a30) As soon as practicable days after the date of this Agreementupon which the post-closing adjustments described in Section 2.04(b) are finalized, Seller Buyer shall prepare and deliver to Purchaser: (i) a proposed submit for the Sellers’ Representative’s review an allocation of the Assumed Liabilities by country based on an estimate Total Tax Consideration, which shall be allocated among the assets of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Company as provided under Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared 6.05 in accordance with the principles methodology set forth on Section 6.06 of Section the Disclosure Schedules and in accordance with Sections 734, 743, 754, 755 and 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Draft Allocation”). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) If, within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period days following Seller’s receipt delivery of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do ‎Draft ‎Allocation, Sellers’ Representative does not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be notify Buyer in writing and must set forth, in reasonable detailof its disagreement ‎with ‎the Draft Allocation, the basis therefor. The determination of the Draft Allocation Firm shall be final and binding. If, absent manifest error. Any fees payable prior to the Allocation Firm ‎expiration of ‎such 15-day review period, Sellers’ Representative notifies Buyer in writing of a ‎disagreement ‎with the Draft Allocation, Buyer and Sellers’ Representative shall endeavor in ‎good faith to ‎resolve such disagreement, and if they are able to do so shall make such revisions to ‎the Draft ‎Allocation to reflect such resolution, which shall be borne equally final and binding. If, within thirty ‎‎(30) days ‎following delivery of the Draft Allocation by Seller Buyer to Sellers’ Representative, Sellers’ ‎‎Representative and PurchaserBuyer are unable to resolve such disagreement, then (unless otherwise ‎‎agreed to in writing) Sellers’ Representative and Buyer shall promptly submit their differences ‎‎to the Independent Accountant for resolution (provided that, notwithstanding anything to the contrary herein, in ‎‎resolving any such disagreements or disputes, the Independent Accountant shall be bound by and follow ‎‎the principles and methodologies of the Draft Allocation and the other provisions of this Agreement ‎‎explicitly relating to Taxes or Tax reporting), and the Draft Allocation shall be revised to reflect ‎‎such resolution, which shall be final and binding. The Estimated “Final Allocation” means (i) the Draft ‎‎Allocation as prepared by Buyer, if Sellers’ Representative does not raise any objection thereto ‎‎in accordance with the foregoing provisions or (ii) if Sellers’ Representative does raise any such ‎‎objection, the Draft Allocation as revised to reflect (as applicable) the mutual resolution of such ‎‎dispute(s) by Buyer and Sellers’ Representative or the Initial Purchase Price accepted resolution of such dispute(s) by the Parties and Xxxxxx or determined by the ‎‎Independent Accountant. ‎‎The Final Allocation Firm, as the case may be, shall be binding upon Seller Members, Buyer and the “Company (including for ‎‎purposes of Code Sections 704(c), 741, 743, 751, 755 and 1060), and Seller Members, Buyer and the Company shall, and shall cause their respective Affiliates to, prepare and file all Tax ‎‎Returns in a manner consistent with the Final Allocation and not take a position inconsistent ‎‎therewith on any Tax Return or in any Tax-related audits, examinations or assessments or other ‎‎proceedings (whether judicial or administrative) unless required pursuant to a binding ‎‎‎”determination” within the meaning of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode Section 1313.

Purchase Price Allocation. The amounts treated as consideration for US federal income Tax purposes paid in connection with the acquisition contemplated by this Agreement shall be allocated among the Assets (a) As soon as practicable after and, for US federal income Tax purposes, further among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation assets of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”Transferred Subsidiaries) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder, pursuant to the principles set forth on the attached Schedule 1.10. The Purchaser shall prepare and deliver to the Seller Representative within 30 days following the final determination of the Adjustment Amount pursuant to Section 1.9 a schedule setting forth such allocation consistent with Schedule 1.10 (the “Proposed Allocation”). If Purchaser the Seller Representative does not deliver written notice of any dispute with such Proposed Allocation (an “Allocation Dispute Notice”) within fifteen (15) 30 days after receipt of the Estimated Allocation of the Initial Purchase Pricethereof, the Estimated Proposed Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price final for all purposes hereunder. Prior to the end of such fifteen (15) 30-day period, Purchaser the Seller Representative may accept the Estimated Proposed Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxxthe Purchaser, in which case the Estimated Proposed Allocation of the Initial Purchase Price shall be deemed the Final Allocation final for all purposes hereunder when such notice is givenhereunder. If Purchaser the Seller Representative delivers an Allocation Dispute Notice within such fifteen (15) 30-day period, the Parties Purchaser and Xxxxxx shall use reasonable best efforts the Seller Representative will attempt to resolve such dispute in good faith during the thirty (30) -day period following Sellerthe Purchaser’s receipt of the Allocation Dispute Notice from PurchaserNotice. If the Parties Purchaser and Xxxxxx do not the Seller Representative are unable to agree upon to a final resolution with respect to the Estimated Proposed Allocation of the Initial Purchase Price within such fifteen (15) 30-day period, then the Estimated Proposed Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognizedthe Settlement Arbitrator for resolution, independent accounting or valuation firm reasonably acceptable the costs of which shall be borne in accordance with the cost sharing procedures set forth in Section 1.9(c). Except as required by Law, the parties agree (a) to be bound by the Proposed Allocation as finally determined pursuant to the Parties and Xxxxxx provisions of this Section 1.10 (the “Allocation FirmFinal Allocation”). The Allocation Firm shall be requested to render a determination , (b) none of the applicable dispute within fifteen parties will take a position on any Tax Return or in any Proceeding inconsistent with the Final Allocation, and (15c) days after referral of the matter to such Allocation Firm, which determination must parties agree that any Tax Returns will be in writing prepared and must set forth, in reasonable detail, filed consistently with the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. Within ninety (a90) As soon as practicable days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, Parent an allocation by asset category within a particular country schedule (the “Estimated Allocation Schedule”) pursuant to which the purchase price and the liabilities of the Assumed Liabilities”Company (to the extent properly taken into account) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared allocated in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign Law, as applicable) to the assets of the Company for all Tax purposes. Parent shall timely and properly prepare and deliver all such documents and other information as Buyer may reasonably request to prepare such Allocation Schedule. Any such finally determined Allocation Schedule shall be subsequently adjusted to take into account any adjustments pursuant to Section 1.6, Section 1.7 and Section 6.5, as applicable. Parent shall review the Allocation Schedule and, if it disagrees in good faith with such schedule, shall provide written notice to Buyer of such disagreement not later than fifteen (15) days after Buyer’s delivery of the Allocation Schedule or shall be deemed to have accepted the Allocation Schedule. If Purchaser does not deliver Parent disagrees in good faith with the Allocation Schedule, for a period of fifteen (15) days after Parent’s delivery to Buyer of written notice of any dispute disagreement with the Allocation Schedule, Parent and Buyer shall negotiate in good faith in order to mutually agree with respect thereto. If an agreement is reached, Parent and Buyer shall file all Tax Returns (an “including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Dispute Notice”) Schedule as so agreed. If Parent and Buyer have not resolved their disagreement within fifteen (15) days after receipt by Buyer of such notice, they shall refer the matter for resolution to the Accounting Firm, the decision of which shall be binding on Parent and Buyer. The costs, fees and expenses of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Accounting Firm shall be borne by (i) Parent if the net resolution of the disputed items favors Buyer, (ii) Buyer if the net resolution of the disputed items favors Parent and (iii) otherwise equally by Seller Parent, on the one hand, and PurchaserBuyer, on the other hand. The Estimated None of Buyer, the Company or Parent shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such finally determined Allocation of the Initial Purchase Price accepted Schedule, unless required to do so by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon as practicable Purchaser and BIL shall use commercially reasonable efforts to prepare and deliver to Seller, within ninety (90) calendar days after the Closing Date, copies of Form 8594 under the Internal Revenue Code (and any comparable form under any applicable Tax Law of any other jurisdiction where any of the Purchased Assets are situated, by the date required by applicable Law) and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price and the Assumed Liabilities among the Purchased Assets. Seller shall provide such cooperation to Purchaser and BIL as may be required for the preparation of this Agreement, Seller such forms and as Purchaser and BIL may reasonably request. Thereafter Purchaser and BIL shall prepare and deliver to Purchaser: (i) a proposed allocation Seller from time to time revised copies of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Asset Acquisition Statement (the “Estimated Allocation of the Assumed LiabilitiesRevised Statements”) and so as to report any matters in the Asset Acquisition Statement that require revision as a result of any adjustment to the Purchase Price pursuant to this Agreement. If Seller disputes any calculation in the Asset Acquisition Statement or Revised Statements (ii) a proposed allocation of as the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”case may be). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute its objection to Purchaser within ten (an “Allocation Dispute Notice”10) within fifteen (15) calendar days after receipt delivery by Purchaser and BIL of the Estimated Allocation applicable Asset Acquisition Statement [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Initial Purchase PriceSecurities Exchange Act of 1934, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderas amended. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution Confidential treatment has been requested with respect to the Estimated Allocation of omitted portions. or Revised Statement to Seller, specifying in reasonable detail the Initial Purchase Price items and amounts in dispute and the grounds for dispute. Seller, Purchaser and BIL shall promptly seek in good faith to resolve amicably such dispute within such fifteen ten (1510) day periodcalendar days, then and if amicable resolution is not reached, either Party may refer the Estimated Allocation of the Initial Purchase Price shall be submitted immediately matter for determination to an internationally recognizedAccountant, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a whose determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any The fees payable to and expenses of the Allocation Firm Accountant shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuenon-prevailing Party in such dispute.

Purchase Price Allocation. (a) As soon The Final Purchase Price (plus any liabilities of the Acquired Entities to the extent treated as practicable purchase price for federal income tax purposes) (the “Tax Purchase Price”) shall be allocated among the assets of the Acquired Entities and the Acquired Assets in accordance with general principles to be mutually agreed upon by Sellers and Buyer prior to the Closing (the “Allocation Principles”). Within ten (10) days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser: the Sellers a draft of the Tax Purchase Price allocation for the Sellers’ review and Buyer shall consider in good faith any reasonable comments submitted by the Sellers. The Sellers and Buyer shall use their reasonable efforts to agree on a final allocation (the “Final Allocation”) no later than ten (10) days after Sellers’ receipt of the draft. In the event the Sellers and Buyer cannot reach an agreement within such period, then the matters in dispute shall be resolved by the Independent Accountant, the costs of which will be borne in a manner consistent with Section 2.3(iii). Absent fraud, the determinations of the Independent Accountant as to the matters in dispute under this Section 2.4(a) will be final, conclusive and binding on the Sellers and Buyer. Each party agrees to (i) a proposed allocation be bound by the Final Allocation (or the determinations of the Assumed Liabilities by country based on an estimate Independent Accountant) solely for Tax purposes, (ii) act in accordance with Final Allocation (or the determinations of the fair market values Independent Accountant) in the preparation and filing of all Returns (recognizing that in certain circumstances the Purchased Assets andSellers will be treated for federal or state income tax purposes as selling Membership Interests in, if and Buyer will be treated as acquiring assets of, an Acquired Entity (as described in Section 6.1)), (iii) to the extent required by applicable Law, timely file an allocation by asset category within Internal Revenue Service Form 8594 in a particular country manner consistent with the Final Allocation (or the “Estimated Allocation determinations of the Assumed Liabilities”Independent Accountant) for the taxable year that includes the Closing Date and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if to make any timely comparable filings required by applicable Law, an allocation by asset category within a particular country state or local Law consistent therewith and (the “Estimated Allocation of the Initial Payment”, and together iv) not take any position inconsistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation (or the determinations of the Initial Purchase Price Independent Accountant) for all purposes hereunder. Prior to the end of such fifteen any Tax purpose, except in each case as required by a final determination (15as defined in Section 1313(a) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case Code) or unless the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firmother party consents thereto, which determination must consent shall not be in writing and must set forthunreasonably withheld, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx conditioned or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuedelayed.

Purchase Price Allocation. (a) As soon HPIP and Seller agree that, pursuant to the guidance set forth in Rev. Xxx. 00-0, 0000-0 X.X. 434 Situation 1, HPIP’s purchase of the Transferred AMID GP Membership Interests shall be treated as practicable after the date purchase by HPIP of this Agreement90% of the assets of AMID GP, Seller shall prepare followed by the contribution to AMID GP of such assets by HPIP and deliver the contribution to Purchaser: AMID GP of the remaining 10% of the AMID GP’s assets by Seller. In the event the Escrow Amount is released to AMID, for federal and applicable state income tax purposes, the Parties agree (i) that the Purchase Price payable to Seller shall be reduced by the Escrow Amount and (ii) HPIP will be treated as having made a proposed capital contribution of the Escrow Amount to AMID. HPIP and Seller agree to (i) allocate the Purchase Price among the Transferred AMID GP Membership Interest and the Subordinated Units as set forth on Schedule 5.7 of the HPIP Disclosure Schedule, (ii) treat and report the transactions contemplated by this Agreement in all respects consistent with such agreed allocation for purposes of any Taxes, and (iii) not take any action inconsistent with such obligations. Within 90 days after the Closing Date, HPIP and Seller shall use commercially reasonable efforts to agree to a further allocation of the Assumed Liabilities by country based Purchase Price as set forth on an estimate Schedule 5.7 of the HPIP Disclosure Schedule among the assets of AMID GP and the other AMID Entities solely for purposes of determining (i) HPIP’s special basis adjustment under Section 743(b) of the Code and (ii) the portion of the gain described in Section 751(a) of the Code to be realized by Seller. Such adjustment shall be determined consistent with the Purchase Price (including, for this purpose, any liabilities properly taken into account as Purchase Price under Section 752 of the Code) and shall be allocated in accordance with the relative fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation assets of the Assumed Liabilities”) AMID Entities and (ii) a proposed the allocation of the Initial Payment priorities established by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt under Sections 743 and 755 of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode.

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of The purchase price for the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance allocated with respect to each category of property described on Schedule 2.8 hereto within the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderranges set forth thereon. Prior to the end of Closing Date, the parties hereto shall use their reasonable efforts to agree on the specific final allocations to each such fifteen (15) day periodcategory within the ranges set forth on Schedule 2.8, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price any such agreement shall be deemed final, binding and conclu- sive on the Final Allocation for all purposes hereunder when parties hereto. If, prior to the Closing Date the parties hereto cannot come to such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day periodagreement, the Parties parties shall engage a firm of nationally recognized independent public ac- countants (the "Appraisal Firm") selected by the Company and Xxxxxx shall use reasonable best efforts to resolve such dispute during Buyer within 10 days after the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from PurchaserClosing Date. If the Parties Company and Xxxxxx do Buyer are unable to agree on the Appraisal Firm, then Buyer and the Company shall each have the right to request the Ameri- can Arbitration Association to appoint the Appraisal Firm who shall not have had a material business relationship with the Company or Buyer within the past two years, other than pursuant to Section 2.5 or 2.6 hereof. The parties hereto agree upon to ex- ecute, if requested by the Appraisal Firm, a final resolution with respect reasonable engage- ment letter. All fees and expenses relating to the Estimated Allocation of work, if any, to be performed by the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Appraisal Firm shall be borne equally by Seller the Company and PurchaserBuyer. The Estimated Allocation Appraisal Firm shall act as an arbitrator to determine the specific final allocations to each category contemplated by Schedule 2.8, but only within the ranges contemplated thereby, and the allocation to the Real Property category will be determined in the aggregate without regard to the specific allocations to the Real Property related to the Affiliate Centers set forth in this Section 2.8. The Appraisal Firm's determination shall be made within 30 days of their selection, shall be set forth in a written statement de- livered to the Company and Buyer and shall be final, binding and conclusive. After the final allocation has been made pur- suant to this Section 2.8, Buyer shall be entitled to xxxxx- locate the allocation with respect to each category to various subcategories of items within such category, so long as such suballocation by Buyer is consistent with the final allocation. Promptly following completion of the Initial Purchase Price accepted final allocation by the Parties and Xxxxxx parties hereto, or determined by the Allocation Appraisal Firm, as contemplated by this Section 2.8, Buyer shall prepare, execute and deliver to the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.Company an IRS Form 8594 consistent with such final allocation

Purchase Price Allocation. The parties hereto agree to allocate the Purchase Price (aalong with all other items of consideration for tax purposes and including any adjustment thereto) As soon as practicable after among the date of this Agreement, Seller shall prepare Business Sellers and deliver to Purchaser: PHR and among the Assets (i) a proposed allocation that constitute Class IV assets and Class V assets (each as defined in Section 1060 of the Assumed Liabilities by country based on an estimate Code) in accordance with the Independent Valuation and (ii) that constitute Class VI assets and Class VII assets (each as defined in Section 1060 of the fair market values of the Purchased Assets andCode), if required by applicable Lawapplicable, an allocation by asset category within a particular country all in accordance with the methodology set forth on Schedule 2.5. The foregoing clauses (the “Estimated Allocation of the Assumed Liabilities”i) and (ii) a proposed are referred to as the “Allocation Methodology”. The parties acknowledge and agree that none of the Assets shall constitute Class I Assets, Class II Assets or Class III Assets (each as defined in Section 1060 of the Code). No later than 60 days following the completion of the Buyer’s purchase accounting valuation, the Buyer shall prepare an allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together Purchase Price in accordance with the “Estimated Allocation of Methodology, which allocation (as finally determined pursuant to this Section 2.5) shall be binding upon the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”)parties hereto. Subject Any amendment to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price such allocation shall be prepared in accordance with the principles procedures set forth in this Section 2.5 for the initial allocation. The parties hereto shall report for Tax and other relevant purposes (and shall defend in any Tax Proceeding) the Transactions in a manner consistent with such allocation and any amendment thereto (including the preparation of Section 1060 of Internal Revenue Service Form 8594) and not take any position inconsistent therewith. The Sellers shall timely deliver all such documents and other information as the Code and the Treasury Regulations promulgated thereunderBuyer may reasonably request in order to prepare such allocation or any amendment thereto. If Purchaser does the Sellers dispute an amount on the allocation prepared by the Buyer (the only permissible basis for which being that the allocation was not prepared in accordance with Schedule 2.5), the Sellers shall deliver written notice of any to the Buyer specifying in reasonable detail the amount in dispute (an “Allocation Dispute Notice”) and the basis for such dispute within fifteen (15) 30 days after receipt following the delivery of the Estimated Allocation of allocation prepared by the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior Buyer to the end of such fifteen (15) day period, Purchaser may accept Sellers. Any dispute not resolved within 30 days following the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following SellerBuyer’s receipt of a protest notice from the Allocation Dispute Notice from Purchaser. If Sellers regarding the Parties and Xxxxxx do not agree upon a final resolution with respect allocation prepared by the Buyer pursuant to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price this Section 2.5 shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to resolved in accordance with the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be resolution procedures set forth in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueSection 2.3.

Purchase Price Allocation. (a) As soon as practicable Buyer and Seller shall allocate the sum of the Purchase Price and the liabilities of the Company and its Subsidiaries among the assets of the Company and its Subsidiaries in the manner required by section 1060 of the Code and the Treasury Regulations thereunder. Within seventy-five (75) days after the date of this AgreementClosing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) Seller a proposed IRS Form 8594 (and any required exhibits thereto) allocating all such amounts as provided herein, and a statement specifying a methodology for the allocation of any adjustments to the Assumed Liabilities by country based on an estimate Purchase Price under this Agreement (together, the “Asset Acquisition Statement”). Such Asset Acquisition Statement shall become final for purposes of this Section 7.1 unless Seller objects in writing to the Asset Acquisition Statement within thirty (30) days after Seller’s receipt thereof. If Seller so objects, Buyer and Seller shall in good faith attempt to resolve the dispute within sixty (60) days of written notice to Buyer of Seller’s objection. Any unresolved disputes shall be promptly submitted for determination to the Independent Accountant. Buyer and Seller will each pay one-half of the fair market values fees and expenses of the Purchased Assets andIndependent Accountant. Buyer and Seller shall cooperate with each other and the Independent Accountant in connection with the matters contemplated by this Section 7.1, if required including, by applicable Lawfurnishing such information and access to books, records, personnel and properties as may be reasonably requested. In the event Buyer causes an allocation by asset category within a particular country (the “Estimated Allocation election under section 754 of the Assumed Liabilities”Code to be filed on behalf of BGS LLC, Buyer shall provide notice of its purchase of the membership interests in BGS LLC in accordance with Treasury Regulations sections 1.743-1(k)(2) and (ii3) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together shall otherwise comply with the “Estimated Allocation requirements of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably sections 743 and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 755 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice In connection therewith, as well as for purposes of any dispute compliance with the provisions of sections 741 and 751 of the Code pertaining to the sale of interests in BGS LLC, within seventy-five (an “Allocation Dispute Notice”) within fifteen (1575) days after receipt of the Estimated Allocation Closing Date, Buyer shall prepare and deliver to Seller, for its review and comment, a draft allocation of the Initial Purchase Priceconsideration payable hereunder among the assets of BGS LLC, as contemplated by the Estimated Allocation immediately preceding sentence, which allocation shall become part of the Initial Purchase Price shall be deemed the Final Allocation Asset Acquisition Statement for purposes of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, procedures set forth in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuethis Section 7.1.

Purchase Price Allocation. The Stock Consideration and the Cash Consideration (athe “Allocable Purchase Price”) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation plus any liabilities of the Assumed Liabilities Company that are considered to be an increase to the Purchase Price for federal income tax purposes) shall be allocated among the assets of the Company (other than the Comfort Products Contributed Assets) for federal income tax purposes, in the manner agreed to by country Seller and Buyer, based on an estimate of the fair market values value of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country such assets. No later than one hundred twenty (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15120) days after receipt of the Estimated Allocation of Closing Date or, if pursuant to Section 1.07(b) the Initial Purchase Price, Receiving Party submits a Receiving Party’s Report and the Estimated Allocation of Preparing Party and the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts Receiving Party are unable to resolve the disagreement set forth on such dispute during report within the Reconciliation Period, then within thirty (30) day period days following Seller’s the date of the determination by the Settlement Accountants pursuant to Section 1.07(b), Buyer shall deliver to Seller an allocation of the Allocable Purchase Price among the assets of the Company (other than the Comfort Products Contributed Assets), which allocation shall be reasonable, based on fair market values, consistent with the Code (including Code Section 1060) (the “Proposed Allocation”). Seller will review such Proposed Allocation and if, within ninety (90) days after the receipt of such Proposed Allocation, Seller has not informed Buyer of any disagreement with the content of the Proposed Allocation, the Proposed Allocation Dispute Notice from Purchasershall become the Final Allocation. If Seller disagrees with the content of the Proposed Allocation, Seller will inform Buyer of such disagreement within such ninety (90) day period. Buyer and Seller shall negotiate in good faith to resolve any such dispute. If the Parties and Xxxxxx do not fail to agree on such allocation before the date that is thirty (30) days following the receipt of Seller’s notice of disagreement, such allocation shall be determined, within a reasonable time by a nationally recognized firm of independent certified public accountants mutually selected by the Parties. If the Parties are unable to agree upon a final resolution with respect nationally recognized firm of independent certified public accountants, then within seven (7) days after the thirtieth (30 th) day following the receipt of Seller’s notice of disagreement, either Buyer or Seller may request the AAA to appoint a nationally recognized firm of independent certified public accountants to perform the Estimated Allocation services required under this Section 1.08(b). The allocation of the Initial Purchase Price within such fifteen (15) day periodPrice, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to as agreed upon by the Parties and Xxxxxx or determined by a firm of accountants under this Section 1.08(b), (the “Allocation FirmFinal Allocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and bindingbinding upon the Parties. Each of Seller and Buyer shall bear all fees and costs incurred by it in connection with the determination of the allocation of the Purchase Price, absent manifest errorexcept that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Any fees payable Notwithstanding anything herein to the contrary in this Section 1.08(b), the Final Allocation Firm shall be borne equally by Seller and Purchaserconsistent with the allocation of the acquisition price among the assets of the Company under GAAP for financial reporting purposes, except to the extent such allocation under GAAP is not based on the fair market value of such assets. The Estimated Allocation Parties agree to file (or cause to be filed) all statements of adjustments and other Tax Returns (including amended Tax Returns and claims for refund) in a manner consistent with the Final Allocation, subject to adjustments to correlate with any adjustments to the Purchase Price provided for in this Agreement, and except as otherwise required by a determination within the meaning of Section 1313 of the Initial Purchase Price accepted Code (or any comparable provision of state, local or foreign law) (a “Determination”). Except as otherwise required by a Determination, the Parties and Xxxxxx or determined by agree to refrain from taking any position that is inconsistent with the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueand agree to use their commercially reasonable efforts to sustain such allocation in any subsequent Tax audit or Tax dispute.

Purchase Price Allocation. (a) As soon as practicable Not later than 60 days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Seller drafts of Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating the Purchase Price among the Purchased Assets in accordance with Code Section 1060 and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law, as appropriate) for Seller’s review and comment. Not later than 90 days after the Closing Date, Purchaser shall deliver to Seller copies of the Asset Acquisition Statement, reflecting such comments received from Seller that Purchaser considered in good faith, and in its reasonable discretion chooses to incorporate. Purchaser shall prepare and deliver to Seller from time to time revised copies of the Asset Acquisition Statement (the “Revised Statements”) so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). The Purchase Price paid by Purchaser for the Purchased Assets, and Assumed Liabilities (to the extent included in the amount realized for federal income tax purposes), shall be allocated in accordance with the Asset Acquisition Statement or, if applicable, the last Revised Statements, provided by Purchaser to Seller, and all income Tax Returns and reports filed by Purchaser and Seller shall be prepared consistently with such allocation; provided, that (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of Purchaser’s reported cost for the Purchased Assets andmay be greater than the amount allocated hereunder to reflect Purchaser’s acquisition costs not included in the total amount so allocated, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation Seller’s reported amount realized may be less than the amount allocated hereunder to reflect Seller’s costs that reduce the amount realized. For purposes of the Initial Payment by country based on an estimate of the fair market values of this Section 2.8, the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (include the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject covenant not to compete as set forth in Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value7.7.

Purchase Price Allocation. The Exercise Price (aand all other capitalizable costs) As soon shall be allocated among the Rights/Assets Subject to Option (as practicable well as the allocable portion of the Partnership's assets underlying the Partnership Interest) in accordance with Sections 1060, 751 and 755 of the Internal Revenue Code of 1986, as amended (the "Code") and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (the "Allocation"), which Allocation shall be set forth on a Schedule 2.6 to be appended to this Agreement after the date of this AgreementEffective Date. BNA and the Purchasers shall negotiate in good faith to reach agreement as to the Allocation (and the Purchasers shall supply to BNA all such information as BNA shall reasonably request so that BNA may knowledgeably discharge its obligation). If the parties are unable to agree upon the Allocation within thirty (30) days following the Effective Date, Seller then the parties shall prepare within fifteen (15) days thereafter agree upon and deliver to Purchaser: (i) retain a proposed allocation of qualified independent professional appraiser with substantial experience appraising assets used in the Assumed Liabilities by country based on an estimate newspaper industry, whose written determination of the fair market values of the Purchased Rights/Assets andSubject to Option (as well as the allocable portion of the Partnership's assets underlying the Partnership Interest) shall be used in completing the Allocation and shall be binding upon all of the parties hereto. The cost of the appraisal shall be borne equally by BNA and the Purchasers. The parties shall report, act and file tax returns (including, but not limited to, Form 8594, Asset Acquisition Statement Under Section 1060, and Form 1065, U.S. Return of Partnership Income, for the Partnership for the taxable year in which the Closing occurs) in all respects and for all purposes consistent with the Allocation. None of BNA or any of the Purchasers shall take any position (whether in audits, on a tax return or otherwise) which is inconsistent with the Allocation unless required to do so by applicable law. Notwithstanding the foregoing, if required BNA and the Purchasers are unable to agree upon the Allocation and are further unable to agree upon the selection of a qualified appraiser, as described above, to determine the Allocation within forty-five (45) days following the Effective Date, or by applicable Lawsuch later date as is agreed to by the parties, an allocation by asset category within a particular country each of BNA and the Purchasers may file Form 8594, and any federal, state, local and foreign tax returns, allocating the Exercise Price (and all other capitalizable costs) among the “Estimated Allocation Rights/Assets Subject to Option (as well as the allocable portion of the Assumed Liabilities”Partnership's assets underlying the Partnership Interest) in the manner each believes appropriate, provided such allocation is reasonable and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 Sections 1060, 751 and 755 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.

Purchase Price Allocation. (a) As soon For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as practicable after consideration for the date of Purchased Assets) shall be allocated in the manner set forth in this Agreement, Seller Section 2.7 (the “Price Allocation”). Purchaser shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder and shall deliver such proposal to Seller for its review and approval not later than forty five (45) Business Days after the Closing Date. If Purchaser does not deliver written notice of any dispute Seller shall have thirty (an “Allocation Dispute Notice”30) within fifteen (15) days Business Days after receipt of the Estimated Allocation of proposed allocation to accept the Initial Purchase Priceproposed allocation, the Estimated Allocation of the Initial Purchase Price which acceptance shall not be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunderunreasonably withheld or delayed. Prior If Seller fails to object in writing to Purchaser prior to the end of such fifteen (15) 30-day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed to have accepted the Final Allocation for all purposes hereunder when such notice is givenproposed allocation. If Purchaser delivers an Allocation Dispute Notice within Seller does delivery written notice of its objection (which shall be accompanied by Seller’s proposed modifications to the allocation) prior to the end of such fifteen (15) 30-day period, and Purchaser and Seller cannot agree on the Parties allocation within twenty (20) Business Days of such objection and Xxxxxx shall use reasonable best efforts to resolve proposed modifications, such dispute during the shall be settled, within thirty (30) day period following Seller’s receipt Business Days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately its submission to an internationally recognized, independent accounting or valuation firm reasonably mutually acceptable to the Parties Seller and Xxxxxx Purchaser (the “Allocation Neutral Accounting Firm”). The Allocation , by the Neutral Accounting Firm, after which time the allocation determined by the Neutral Accounting Firm shall be requested become the final Price Allocation. Purchaser and Seller shall submit the dispute to render a the Neutral Accounting Firm within twenty (20) Business Days of receipt by Purchaser of the modifications to which it objects. After determination of the final Price Allocation, (i) each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any timely filing required by applicable dispute within fifteen state or local Law, (15ii) days after referral such Price Allocation shall be binding on Purchaser and Seller for all Tax reporting purposes, (iii) none of Purchaser or Seller or any of their respective Affiliates shall take any position inconsistent with such Price Allocation in connection with any Tax proceeding, except to the extent required by applicable Law, and (iv) if any Taxing Authority disputes such Price Allocation, the party receiving notice of the matter dispute shall promptly notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith in responding to such Allocation Firm, which determination must be dispute in writing and must set forth, in reasonable detail, order to preserve the basis therefor. The determination effectiveness of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase such Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon The Buyer and each Seller agree to allocate the Purchase Price to each Seller as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation set forth in Section 2.9 of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase PriceDisclosure Schedules. The Estimated Allocation of Buyer and each Seller agree that the Initial Purchase Price and any other amounts treated as consideration for U.S. federal income tax purposes (including any liabilities) shall be prepared further allocated among the Transferred Assets in accordance with Section 1060 of the principles Code and consistent with Section 2.9 of the Disclosure Schedule. Such allocation shall be set forth on a schedule prepared by the Buyer and delivered to the Seller Parent within 120 days after the determination of the Actual Inventory Amount pursuant to Section 2.8. The Seller Parent shall have 20 days following receipt of the allocation schedule to give written notice to the Buyer that the Seller Parent dispute the allocation set forth on such schedule (which notice shall contain reasonable supporting details). If the Seller Parent does not respond to the Buyer within 20 days following receipt of the allocation schedule, the Sellers shall be deemed to have consented to the allocation set forth on such schedule. If the Seller Parent timely provides written notice to the Buyer of the Seller Parent’s disagreement with such schedule, the Seller Parent and the Buyer shall negotiate in good faith and shall use their reasonable efforts to agree upon the allocation. If the parties are unable to resolve the dispute within 20 days, then each Seller and the Buyer shall utilize their own separate version of the allocation for all purposes. The allocation if agreed upon by the parties shall be the final allocation for purposes of Section 1060 of the Code (the “Agreed Allocation”). If the Buyer and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of Seller Parent agree to the Estimated Allocation of the Initial Purchase PriceAgreed Allocation, the Estimated Allocation of Buyer and each Seller agrees to reflect the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Agreed Allocation for all purposes hereunder when such notice is giventax and reporting purposes, including but not limited to Form 8594 (Asset Acquisition Statement) to be filed by each party with the IRS for the tax year in which the Closing occurs. If Purchaser delivers an Allocation Dispute Notice within agreed, neither the Buyer nor any Seller will take any position inconsistent with such fifteen (15) day periodallocation, unless otherwise required by Law or to the Parties and Xxxxxx shall use reasonable best efforts extent that the amount treated as consideration for Tax purposes has changed by reason of payments of amounts between the parties subsequent to resolve such dispute during the thirty (30) day period following Seller’s receipt Closing Date that were not previously reflected in the Agreed Allocation. If agreed, each party will provide the other party with a copy of any information to be furnished to the Secretary of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally Treasury as required by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueSection 1060.

Purchase Price Allocation. Within one hundred twenty (a120) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver (or cause to Purchaser: (ibe prepared and delivered) to Parent a proposed allocation of the Assumed Liabilities by country based on an estimate of schedule setting forth the fair market values value of the Purchased Assets and, if required by assets that NewCo owns or is deemed to own for U.S. federal and applicable Law, an allocation by asset category within a particular country state and local Income Tax purposes as of the Closing (the “Estimated Draft Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceStatement”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated The Draft Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price Statement shall be prepared in accordance a manner consistent with the principles of Section Sections 743(b), 755, and 1060 of the Code and Code. Parent shall provide Purchaser with any comments on the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute Draft Allocation Statement within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after following Parent’s receipt of the Estimated Draft Allocation of Statement. If Parent does not provide Purchaser with any comments on the Initial Purchase Price, the Estimated Draft Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of Statement within such fifteen (15) 30-day period, or if Parent and Purchaser may accept the Estimated agree to a negotiated Draft Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Statement within such fifteen (15) 30-day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Draft Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price Statement shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx considered final (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation Statement”). If Parent disagrees with the Draft Allocation Statement, Parent and Purchaser shall make a good faith effort to resolve any disputed items. In the event of any disagreement that cannot be resolved between the parties within such 30-day period, such disagreement shall be resolved by an accounting firm of national reputation mutually agreeable to Parent and Purchaser (the “Tax Accountant”), and any such determination by the Tax Accountant shall be incorporated into the Draft Allocation Statement, which as modified shall constitute the Final Allocation Statement. The fees and expenses of the Initial Purchase Price”Tax Accountant shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Parent. The Final Allocation Statement shall be binding upon the Parties and their respective Affiliates for all Tax purposes, and the Parties and their Affiliates shall prepare and file, or cause to be prepared and filed, all Tax Returns (including IRS Form 8594) in a manner consistent with the Final Allocation Statement, and shall not take any position (whether in Tax Returns, Tax proceedings, or otherwise) that is inconsistent with the Final Allocation Statement, unless required pursuant to a final “determination” within the meaning of Section 1313(a) of the Initial Code (or any analogous or similar state or local Law). In the event of any adjustment to the Estimated Purchase Price pursuant to this Agreement, Purchaser shall prepare and deliver (or cause to be done at arm’s length based upon prepared and delivered) to Parent a good faith determination of fair market valuerevised schedule with any proposed modifications to the Final Allocation Statement, and the same review, resolution, and finalization procedures applicable to the Draft Allocation Statement set forth in this Section 2.8 shall apply with respect to such proposed modifications.

Purchase Price Allocation. (a) As soon as practicable Within 120 days after the date of this AgreementClosing ------------------------- Date, Seller Buyer shall prepare and deliver provide to Purchaser: (i) Royal Hospitality a proposed allocation of the Assumed Liabilities by country based on an estimate Purchase Price (as adjusted pursuant to Section 1.3) among the assets of the fair market values of the Purchased Assets andCompany and Surgi-Pack, if required by applicable Law, an which allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared reasonable and in accordance with the principles of Code Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the "Allocation Statement"). Following the delivery of the Allocation Statement to Royal Hospitality, Buyer shall afford a representative of Royal Hospitality the opportunity to examine the underlying records and workpapers related to the Allocation Statement, in each case as is reasonably necessary and appropriate. Buyer shall cooperate with the Royal Hospitality representative in such examination and shall make available to such representative any records under Buyer's reasonable control requested by Royal Hospitality related to the Allocation Statement. Within 30 days following Buyer's provision of the Allocation Statement to Royal Hospitality, Royal Hospitality shall have the right to object to any portion of the Allocation Statement (by written notice to Buyer), and if Royal Hospitality objects, it shall notify Buyer (in such written notice) of such disputed item (or items) and the basis for its objection. If Purchaser Royal Hospitality does not deliver object by written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Pricesuch period, the Estimated Allocation of the Initial Purchase Price Statement shall be deemed the Final Allocation of the Initial Purchase Price to have been accepted and agreed upon, and final and conclusive, for all purposes hereunderof this Agreement. Prior Royal Hospitality and Buyer shall act in good faith to resolve any such dispute prior to the end of such fifteen (15) day perioddate on which Form 8594 is required to be filed with the appropriate Tax authority. If Royal Hospitality and Buyer cannot resolve any disputed item, Purchaser may accept the Estimated Allocation item in question shall be resolved by the Accounting Firm as promptly as practicable. The fees and expenses of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price Accounting Firm shall be deemed the Final Allocation for all purposes hereunder when such notice is givenapportioned and paid equally by Royal Hospitality and Buyer. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution Except with respect to any subsequent adjustments to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then which shall be allocated using the Estimated Allocation of mechanism for allocating the Initial Purchase Price in this Section 1.4), Royal Hospitality and Buyer and their respective affiliates (i) shall be submitted immediately bound by the determinations and the Allocation Statement determined pursuant to an internationally recognizedthis Section 1.4 consistent therewith for purposes of determining any Taxes, independent accounting (ii) shall prepare and file all Returns required to be filed with any Tax authority in a manner consistent with the Allocation Statement and (iii) shall take no position inconsistent with the Allocation Statement in any Return, any proceeding before any Tax authority or valuation firm reasonably acceptable otherwise (in each case, unless required to do otherwise pursuant to a "determination" as defined in Code Section 1313). In the event the Allocation Statement is disputed by any Tax authority, the person receiving notice of such dispute shall promptly notify and consult with the other parties concerning resolution of such dispute. Each of Royal Hospitality, the Company, Surgi-Pack and Buyer shall cooperate in the preparation and timely filing of Form 8594 and any comparable state or local forms or reports and, to the Parties and Xxxxxx extent permissible by or required by law, any corrections, amendments or supplements (the “Allocation Firm”). The Allocation Firm shall be requested to render or additional forms or reports) thereto (including any supplements, amendments, forms or reports arising as a determination result of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable any adjustments to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value).

Purchase Price Allocation. (a) As soon as practicable after the date of this Agreement, Seller shall prepare The sale and deliver to Purchaser: (i) a proposed allocation purchase of the Assumed Liabilities by country based on an estimate Interests shall be treated for income Tax purposes as the sale and purchase of the fair market values assets of the Purchased Assets andCompany and no party hereto or any Affiliate thereof shall take any position inconsistent with such treatment. Seller and Buyer agree that the Purchase Price (and any assumed liabilities as determined for Tax purposes, if required including any liabilities for the Indebtedness treated as assumed by applicable Law, an allocation by asset category within a particular country (Buyer for tax purposes under the “Estimated Allocation First Lien Credit Agreement and the Second Lien Credit Agreement will be allocated among the assets of the Assumed Liabilities”) and (ii) Company for all income Tax purposes in a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) No later than 90 days after receipt the Closing Date, Buyer shall prepare and deliver to Seller for Seller’s review, a copy of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller Form 8594 and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx any required exhibits thereto (the “Allocation FirmAsset Acquisition Statement”) allocating the Purchase Price (and any assumed liabilities as determined for income Tax purposes) among the Company’s assets and shall prepare and deliver to Seller, from time to time, for Seller’s review, revised xxxxx of the Asset Acquisition Statement so as to reflect any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). The Allocation Firm shall be requested to render a determination Within 30 days of delivery of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmAsset Acquisition Statement, as the case may be, Seller shall review such statements; and if Seller agrees on the allocation of the Purchase Price (and any assumed liabilities as determined for income Tax purposes) (which shall be evidenced by an Asset Acquisition Statement signed by each of Buyer and Seller), Buyer, Seller and their respective Affiliates shall file all Tax Returns and information reports in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the “Final Allocation event that Buyer and Seller are unable to agree on such allocation within 30 days after the delivery of the Initial Purchase Price”Asset Acquisition Statement, the parties shall negotiate in good faith to reach agreement. The Final Allocation In the event that the parties cannot agree on the allocation as set forth in such Asset Acquisition Statement, then none of Buyer or Seller or any of their Affiliates shall be required pursuant hereto to file any Tax Returns or otherwise take any position consistent with such allocation. In the event that Buyer or Seller is unable to agree on the allocation of the Initial Purchase Price final purchase price, then each party will in any event file a Form 8594. For purposes of the preceding, the parties intend that the issue price of the Second Lien Credit Agreement shall be done at arm’s length based upon a good faith determination equal to the face amount of fair market valuethe Second Lien Credit Agreement after the Write-Down; provided, for the avoidance of doubt, that the assumed liabilities for tax purposes with respect to the Indebtedness will generally be taken into account as the amount of the adjusted issue price of such liabilities and shall not take into account accrued interest that has not been deducted).

Purchase Price Allocation. Not later than sixty (a60) As soon as practicable days after the date of this AgreementClosing Date, Seller Purchaser shall prepare and deliver to Purchaser: Sellers copies of Form 8594 and any required exhibits thereto (icollectively, the "Asset Allocation Statement") a proposed allocation of allocating the Adjusted Purchase Price (including Assumed Liabilities by country based on an estimate of the fair market values of Liabilities) among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated regulations thereunder. If Sellers shall have a period of ten (10) days after delivery of the Asset Allocation Statement (the "Allocation Response Period") to present in writing to Purchaser does not deliver written notice of any dispute objections Sellers may have to the allocations set forth therein (an “"Allocation Dispute Objection Notice”"). Unless Sellers object within such ten (10) day period, the Asset Allocation Statement shall be binding on the parties. If Sellers shall raise any objections within the Allocation Response Period, Purchaser and Sellers shall negotiate in good faith and use their commercially reasonable efforts to resolve such dispute. If the parties fail to agree within fifteen (15) days after receipt the delivery of the Estimated Allocation Objection Notice, then the parties shall submit the Asset Allocation Statement and the Allocation Objection Notice to an independent accountant for resolution. Such accountant shall resolve the dispute by selecting the proposed allocation submitted by either Purchaser or Sellers which in the sole judgment of such accountant most accurately allocates the Initial Purchase Price, the Estimated Allocation of the Initial Adjusted Purchase Price and the Assumed Liabilities among the Purchased Assets in accordance with their relative fair market values, but not by choosing any other formulation. Such accountant shall be deemed render such decision and report to Purchaser and Sellers in writing, specifying the Final Allocation of the Initial Purchase Price reason for all purposes hereunder. Prior to the end of such fifteen (15) day periodits decision in reasonable detail, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the not later than thirty (30) day period following Seller’s receipt days after the item has been referred to it. The costs, fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm accountant shall be borne equally by Seller Purchaser and PurchaserSellers. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Adjusted Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueallocated in accordance with the Asset Allocation Statement, as finally determined, and all income tax returns and reports filed by Purchaser and Sellers shall be prepared consistently with such allocation.

Purchase Price Allocation. Within ninety (a90) As soon days of the determination of the Adjusted Purchase Price pursuant to Section 2.6(d), the Sellers’ Representative (on behalf of the Sellers) shall provide Purchaser with an allocation of the Adjusted Purchase Price (and other amounts treated as practicable consideration for U.S. federal income tax purposes) to the assets deemed sold for U.S. federal income tax purposes pursuant to this Agreement in accordance with the applicable provisions of the Code (the “Sellers’ Draft Allocation”). If Purchaser disagrees with the Sellers’ Draft Allocation, Purchaser may, within thirty (30) days after delivery of the date of this AgreementSellers’ Draft Allocation, Seller shall prepare deliver a notice (the “Purchaser’s Allocation Notice”) to the Sellers’ Representative to such effect, specifying those items as to which Purchaser disagrees and deliver to setting forth Purchaser: (i) a ’s proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Adjusted Purchase Price (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”other relevant amounts). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during During the thirty (30) day period following Seller’s receipt delivery of the Purchaser’s Allocation Dispute Notice from PurchaserNotice, Purchaser and the Sellers’ Representative shall negotiate in good faith with a view to resolving their disagreements over the disputed items. If the Parties Sellers’ Representative and Xxxxxx do not agree upon a final resolution Purchaser are unable to reach such agreement the Sellers’ Representative and Purchaser shall submit all matters that remain in dispute with respect to the Estimated Purchaser’s Allocation Notice to the Independent Accounting Firm. Purchaser and the Sellers’ Representative shall instruct the Independent Accounting Firm to make a determination within thirty (30) days, based solely on the written submissions of Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, of the Initial Purchase Price within such fifteen (15) day periodappropriate amount of each item in the Sellers’ Draft Allocation which remains in dispute. The Independent Accounting Firm shall adjust the Sellers’ Draft Allocation based on these determinations. All fees and expenses relating to the work, then if any, to be performed by the Estimated Allocation of the Initial Purchase Price Independent Accounting firm pursuant to this Section 2.7 shall be submitted immediately to an internationally recognizedpaid 50% by Purchaser and 50% by the Sellers’ Representative. The Sellers’ Draft Allocation, independent accounting as prepared by the Sellers’ Representative if no Purchaser’s Allocation Notice has been given, as agreed upon by the Sellers’ Representative and Purchaser or valuation firm reasonably acceptable to as adjusted by the Parties and Xxxxxx Independent Accounting Firm, in each case, in accordance with this Section 2.7 (the “Allocation FirmPurchase Price Allocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be conclusive and binding on the “Final Allocation of parties hereto, and Purchaser, the Initial Purchase Price”. The Final Allocation of Company Group, and Sellers shall file all Tax Returns (including amended Tax Returns and claims for Tax refunds) and information reports in a manner consistent with the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon as practicable Within 60 days after the date of this Agreementhereof, Seller Buyers shall prepare and deliver provide to Purchaser: (i) Sellers a proposed draft Purchase Price allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together intended to comply with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles requirements of Section 1060 of the Code (and which shall include allocations for any agreements described in line 6 of Internal Revenue Service Form 8594) (the Treasury Regulations promulgated thereunder“Purchase Price Allocation”) for Sellers’ consent, not to be unreasonably withheld. If Purchaser does Sellers do not deliver written notice of consent to the draft Purchase Price Allocation, Sellers shall propose to Buyers any dispute (an “changes in the draft Purchase Price Allocation Dispute Notice”) within fifteen (15) 60 days after receipt of the Estimated Allocation of receipt thereof. In the Initial Purchase Priceevent that no such changes are proposed in writing to Buyers within such time, the Estimated Allocation of the Initial Purchase Price Sellers shall be deemed to have agreed to the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAllocation. If Purchaser delivers an Allocation Dispute Notice within any such fifteen (15) day periodchanges are proposed, the Parties Buyers and Xxxxxx Sellers shall negotiate in good faith and shall use reasonable their best efforts to resolve such dispute during agree upon the thirty (30) day period following Seller’s receipt Purchase Price Allocation. In the event that Buyers and Sellers are unable to agree upon the Purchase Price Allocation within 180 days of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodClosing Date, then the Estimated Allocation of the Initial Purchase Price disputed items shall be submitted immediately to resolved within the next 30 days by an internationally recognized, independent accounting firm, or a nationally recognized valuation firm reasonably firm, in each case, that is mutually acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any whose fees payable to the Allocation Firm shall be borne equally by Seller Buyers, on one hand, and PurchaserSellers, on the other. The Estimated Allocation of Such determination by the Initial Purchase Price accepted by accounting or valuation firm shall be final and binding on the Parties and Xxxxxx shall be based solely upon written submissions by Buyers and Sellers, consistent with Section 1060 of the Code. If the Parties have not reached an agreement with respect to the Purchase Price Allocation and the accounting or valuation firm has not reached a determination with respect to the disputed items by the latest date (taking into account all permissible extensions) on which one of the Parties is required to file a Tax Return for which the Purchase Price Allocation is needed or relevant, such Party shall be entitled to file such Tax Return and take any reasonable position with respect to the allocation of the Purchase Price; provided, however, that upon final agreement or determination regarding the Purchase Price Allocation, such Party shall, if necessary to be consistent with the final agreed-upon or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon Allocation, file an amended Tax Return (or make a good faith determination of fair market valuehold-for-audit adjustment to the Tax Return) to reflect the final Purchase Price Allocation.

Purchase Price Allocation. (a) As soon The Issuers shall provide to the Mubadala Investors a preliminary allocation of the Purchase Price of the Notes and New Units in the form of Annex 4 hereto no later than December 31, 2010 (the “Preliminary Allocation Schedule”); provided that the Issuers may adjust the Preliminary Allocation Schedule at any time on or prior to April 30, 2011 (the “Adjusted Allocation Schedule”) so long as practicable the Issuers promptly provide the Adjusted Allocation Schedule to the Mubadala Investors prior to such date for review and comment. The Mubadala Investors agree that the allocations set forth in the Adjusted Allocation Schedule (or Preliminary Allocation Schedule, if either (i) no Adjusted Allocation Schedule is delivered by April 30, 2011 or (ii) the Issuers deliver written notice to the Mubadala Investors that the Preliminary Allocation Schedule is to be the final allocation schedule) shall be the final allocation of the Purchase Price among the Notes and New Units unless such allocation is unreasonable (such schedule reflecting the final allocation determined in accordance with foregoing, the “Final Allocation Schedule”). If the Mubadala Investors notify the Issuers within 12 Business Days of receipt of the Adjusted Allocation Schedule or within 12 Business Days of receipt of a notice from the Issuers that the Preliminary Allocation Schedule is to be the Final Allocation Schedule, as applicable (or 12 Business Days after April 30, 2011, if no such notice or Adjusted Allocation Schedule is delivered by April 30, 2011) (a “Mubadala Notice”), that it believes that such allocation is unreasonable and the Mubadala Investors and the Issuers cannot mutually agree on a final allocation within 30 days after the date of this Agreementthe Mubadala Notice, Seller shall prepare then the Mubadala Investors will appoint an internationally recognized independent public accounting or appraisal firm (an “Independent Accounting Firm”) mutually acceptable to the Mubadala Investors and deliver the Issuers to Purchaser: (i) a proposed determine the appropriate Adjusted Allocation Schedule and allocation of the Assumed Liabilities by country based on an estimate Purchase Price with respect to any disputed items not resolved in writing between the Issuers and the Mubadala Investors during such 30-day period. If the Mubadala Investors do not deliver a Mubadala Notice to the Issuers within 12 Business Days of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country receipt thereof (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together or their disagreement with the “Estimated Preliminary Allocation Schedule within 12 Business Days of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of a notice from the Estimated Issuers that the Preliminary Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall Schedule is to be deemed the Final Allocation of Schedule), then the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall Mubadala Investors will be deemed to have agreed to and accepted such schedule as the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt Schedule of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then among the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties Notes and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueNew Units.

Purchase Price Allocation. The parties agree that the Closing Merger Consideration (aincluding all other amounts treated as consideration for U.S. federal income tax purposes) As soon as practicable after shall be allocated among assets of each Acquired Company pursuant to the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation methodologies set forth on Section 2.12 of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Company Disclosure Schedules (the “Estimated Allocation of the Assumed LiabilitiesPurchase Price Methodologies”) ), and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price schedule shall be prepared after the Closing as provided in this Section 2.12 in accordance with the principles of Purchase Price Methodologies and Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Purchase Price Allocation”). If Purchaser does not The parties agree that, for Tax purposes, including for purposes of determining the amount of money or fair market value of property received by the Security Holders that is attributable to unrealized receivables or inventory pursuant to Section 751(a) of the Code, the Purchase Price Methodologies shall be determinative. Within 90 days after the determination of the post-Closing adjustments to the Purchase Price pursuant to Section 2.15, Parent shall deliver written notice a copy of any dispute (an “its initial determination of the Purchase Price Allocation Dispute Notice”) to Seller Representative. Seller Representative shall, within fifteen (15) 30 days after receipt of the Estimated Allocation initial determination of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of from Parent, notify Parent if Seller Representative disagrees with such fifteen (15) day periodinitial determination, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to and if Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Representative does not so notify Parent within such fifteen (15) 30 day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest errorbinding on the parties. Any fees payable to the Allocation Firm shall be borne equally by If Seller and Purchaser. The Estimated Allocation of the Initial Representative disagrees with such initial Purchase Price accepted by the Parties Allocation, Parent and Xxxxxx or determined by the Allocation Firm, as the case may be, Seller Representative shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon make a good faith determination effort to resolve the dispute. If Parent and Seller Representative have been unable to resolve their differences within 30 days after Parent has been notified of fair market valueSeller Representative’s disagreement with the initial Purchase Price Allocation, then Seller Representative and Parent shall each be entitled to adopt their own positions regarding the allocation of the Purchase Price among the assets of the Acquired Companies for federal income tax purposes. If the parties agree on the allocation schedule (or such is deemed accepted or rendered final), Parent and Seller’s Representative and each Security Holder agree (i) that no party will take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial proceeding, that is in any way inconsistent with the Purchase Price Allocation; provided, however, that neither party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim or similar proceedings in connection with such allocation and (ii) in the event that any adjustment is required to be made to the Purchase Price Allocation as a result of an adjustment to the Purchase Price pursuant to this Agreement, Parent shall prepare or cause to be prepared, and shall provide to Seller Representative, a revised Purchase Price Allocation reflecting such adjustment. In the event that a revised Purchase Price Allocation is required to be prepared, it shall be subject to review and resolution of timely raised disputes in the same manner as the initial Purchase Price Allocation.

Purchase Price Allocation. (a) As soon as practicable Within 150 days after the date of this AgreementClosing, Seller Buyer shall prepare and deliver to Purchaser: (i) propose a proposed purchase price allocation of the Assumed Liabilities by country based on an estimate of the fair market values of among the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country and the Significant Owner Agreements (the “Estimated Allocation of the Assumed LiabilitiesPurchase Price Allocation”) to Sellers Representative for its review and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets andapproval, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price which shall be prepared in accordance a manner consistent with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) Within thirty days after receipt following Buyer’s delivery of the Estimated Allocation of the Initial Purchase PricePrice Allocation, the Estimated Allocation of Sellers Representative shall inform the Initial Buyer in writing whether it has approved the Purchase Price shall be deemed Allocation (and in the Final Allocation of event that the Initial Purchase Price for all purposes hereunder. Prior Sellers Representative fails to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, respond in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice writing within such fifteen (15) 30-day period, the Parties Sellers Representative shall be deemed to have approved the Purchase Price Allocation). Provided that the Sellers Representative approves the Purchase Price Allocation, all Tax Returns filed by the Sellers and Xxxxxx shall use reasonable best efforts the Buyer (such as IRS Form 8594 or any other forms or reports required to resolve such dispute during the thirty (30) day period following Seller’s receipt be filed pursuant to Section 1060 of the Code or any comparable provisions of applicable law (“Section 1060 Forms”)) shall be prepared in a manner consistent with the Purchase Price Allocation, except to the extent otherwise required by a determination (within the meaning of Section 1313(a) of the Code); provided, however, that (i) Buyer’s cost for the Purchased Assets and the Significant Owner Agreements 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 Sellers or any of their Affiliates nor Buyer or any of its Affiliates will be obligated to litigate any challenge to the Purchase Price Allocation Dispute Notice from Purchaserby a Governmental Authority. In the event of an adjustment to the Purchase Price, Sellers Representative and Buyer agree to adjust the Purchase Price Allocation in a reasonable manner to reflect such adjustment. If any Governmental Authority disputes the Parties Purchase Price Allocation, the party receiving notice of the dispute shall promptly notify the other party and Xxxxxx do each party shall keep the other reasonable informed of material developments of any such dispute. Notwithstanding the foregoing, if Sellers Representative does not approve the Purchase Price Allocation then none of the Buyer, any Seller, nor any of their Affiliates shall be required, pursuant hereto, to file any Tax Returns or otherwise take any positions, in each case that are consistent with the Purchase Price Allocation or the allocation of the other party, but instead each party may allocate the consideration among the Purchased Assets and the Significant Owner Agreements in a manner it considers appropriate and file its Tax Returns in a manner consistent with its allocation. In addition, the parties hereto agree upon a final resolution with respect that to the Estimated Allocation extent there are any assets being transferred by the Sellers under this Agreement that are not eligible for installment reporting under Section 453 of the Initial Purchase Price within Code, such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price assets shall be submitted immediately treated as being transferred for the cash payable at Closing; provided, however, that Seller agrees that (1) Buyer has not made any representation or warranty to an internationally recognized, independent accounting or valuation firm reasonably acceptable Seller as to the Parties Tax consequences of agreeing to treat such assets as being transferred for the cash payable at Closing and Xxxxxx (2) no Buyer Party shall have any liability to any Seller Indemnified Party under this Agreement arising from its agreement to treat such assets as being transferred for the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees cash payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueClosing.

Purchase Price Allocation. The purchase price for the Units (aas determined for applicable Tax purposes), as adjusted pursuant to Section 2.3.2, represents the amount agreed upon by Buyer and Seller to be the aggregate fair market value of the Units. Such purchase price will be allocated among the Assets for applicable Tax purposes in a manner consistent with Section 1060 of the Code, based upon the relative fair market value of such Assets. Within sixty (60) As soon as practicable days after the date Closing Date, Buyer will provide to Seller a draft purchase price allocation for Seller’s review. Seller has thirty (30) days after the receipt of this Agreementthe draft allocation to propose any changes to Buyer’s draft. Buyer and Seller will reasonably cooperate to promptly resolve any disputes with respect to the allocation. If the Parties are unable to resolve any disputed item in the allocation within twenty (20) days after Buyer’s receipt of Seller’s proposed changes, Seller shall the Parties will submit any such remaining disputed items to the Accounting Arbitrator who will act as an arbitrator to determine only those items in dispute. Within thirty (30) days following submission to the Accounting Arbitrator, the Accounting Arbitrator will prepare and deliver a written determination to Purchaser: the Parties with respect to the allocation (i) such determination to include a proposed work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Arbitrator by the Parties). The allocation of agreed to by the Assumed Liabilities Parties or determined by country based on an estimate of the fair market values of Accounting Arbitrator shall become the Purchased Assets and, if required by applicable Law, an final allocation by asset category within a particular country (the “Estimated Allocation of the Assumed LiabilitiesAllocation”) and (ii) a proposed allocation of in the Initial Payment by country based on event there is an estimate of adjustment to the fair market values of purchase price after the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”has been determined, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall will be prepared revised in accordance with the principles of methodology set forth in this Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior 2.4 to the end of reflect such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx adjustments (the “Allocation FirmRevised Allocation”). The Allocation Firm shall or Revised Allocation will be requested final, binding and conclusive on the Parties as to render such disputed items. Seller and Buyer agree to file all information reports and Tax Returns (including IRS Form 8594 and any amended Tax Returns or claims for refund) in a determination manner consistent with the Allocation or Revised Allocation and neither Seller nor Buyer will take any position inconsistent with such allocation on any Tax Return or otherwise, unless required to do so by applicable Law or a “determination,” within the meaning of Section 1313(a)(1) of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation FirmCode ; provided however, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination that nothing contained herein shall prevent Buyer or Seller from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Allocation Firm or Revised Allocation, as applicable, and neither Buyer nor Seller shall be final and binding, absent manifest error. Any fees payable required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Allocation Firm or Revised Allocation, as applicable. Each of Buyer and Seller shall be borne equally by Seller and Purchaser. The Estimated Allocation promptly notify the other in writing upon receipt of the Initial Purchase Price accepted by the Parties and Xxxxxx notice of any pending or determined by threatened Tax audit or assessment challenging the Allocation Firmor Revised Allocation, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable.

Purchase Price Allocation. The Closing Purchase Price as adjusted pursuant to Section 2.9 (aplus any additional amounts treated as consideration under applicable Treasury Regulations) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Allocable Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared allocated among the Equity Interests and the Additional Transferred Assets (and shall be further allocated among the Company’s assets to the extent required under applicable Tax Law) as provided herein. All allocations under this Agreement shall be made in accordance with the principles requirements of Section 1060 Sections 1060, 743(b), 751 and 755 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute No later than sixty (an “Allocation Dispute Notice”) within fifteen (1560) days after the Closing Date, Buyer shall prepare and deliver to Sellers its determination of the allocation (the “Proposed Allocation”) of the Allocable Purchase Price. Buyer will (x) permit, and will cause the Company to permit, Sellers and their advisors and representatives reasonable and timely access to the books, records, properties, premises, work papers, personnel and other information of the Business to permit Sellers and their advisors to review the Proposed Allocation or to address any dispute described in this Section 2.10, provided that in no event shall any such access unreasonably interfere with the conduct of the Business and (y) cooperate fully, and will cause the Company to cooperate fully, with Sellers and their advisors and representatives in connection with such review or any dispute, including providing on a timely basis all other information necessary or useful in connection with the review of the Proposed Allocation as is reasonably requested by Sellers or their advisors or representatives and that is reasonably available to Buyer or the Company. Sellers shall, within thirty (30) days following their receipt of the Estimated Proposed Allocation, accept or reject the Proposed Allocation of submitted by Buyer. If Sellers disagree with the Initial Purchase PriceProposed Allocation, the Estimated Allocation of the Initial Purchase Price they shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering give written notice to that effect to Seller Buyer of such dispute and Xxxxxx, describing in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice reasonable detail any reason therefor within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Sellerperiod. Should Sellers fail to notify Buyer of a dispute within such thirty (30) day period, Sellers shall be deemed to agree with Buyer’s Proposed Allocation. In the event there is a dispute, Buyer and Sellers shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Sellers and Buyer are unable to reach a resolution with such effect within thirty (30) days after the receipt by Buyer of Sellers’ written notice of dispute, Sellers and Buyer shall submit the items remaining in dispute for resolution to the Independent Accountant. The Independent Accountant shall act as an arbitrator and shall use commercially reasonable efforts to issue its report as to all matters in dispute (and only such matters) and the determination of the Allocation Dispute Notice from Purchaserallocation of the Closing Purchase Price in accordance with this Section 2.10 within thirty (30) days after such dispute is referred to the Independent Accountant. If The Independent Accountant shall not have the power to modify or amend any term or provision of this Agreement. Buyer, on the one hand, and Sellers, on the other hand, shall bear all costs and expenses incurred by them in connection with such arbitration, except that the fees and expenses of the Independent Accountant hereunder shall be borne by Buyer, on the one hand, and Sellers, on the other hand, in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant) bears to the total amount of such remaining disputed items so submitted. This provision for arbitration shall be specifically enforceable by the Parties and Xxxxxx do not agree upon a the decision of the Independent Accountant in accordance with the provisions hereof shall be final resolution and binding with respect to the Estimated Allocation matters so arbitrated and there shall be no right of appeal therefrom. Buyer and Sellers covenant and agree that the allocations made pursuant to this Section 2.10 shall be conclusive and final for all purposes of this Agreement and shall be used by them in reporting the Tax consequences of the Initial Purchase Price transactions contemplated by this Agreement (including the preparation of any required IRS Form 8594). Neither Buyer nor Sellers shall take any position (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with such allocations, except as may be required pursuant to a “determination” within such fifteen (15the meaning of Section 1313(a) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognizedCode (or similar provision of state, independent accounting local or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”non-U.S. Tax Law). The Allocation Firm Parties shall be requested cooperate to render a determination adjust the allocations made pursuant to this Section 2.10 to reflect any subsequent adjustments made to the Closing Purchase Price. Sellers shall ensure that at least 56% of the applicable dispute within fifteen (15) days after referral of the matter Allocable Purchase Price, as finally adjusted pursuant to such Allocation Firmthis Agreement, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable is allocated to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCompany Partnership Interests.

Purchase Price Allocation. (a) As soon as practicable after For all Tax purposes, the date of this Agreement, Seller shall prepare Parties agree that the Purchase Price and deliver to Purchaser: (i) a proposed allocation the liabilities of the Assumed Liabilities by country based on an estimate Companies (plus other relevant items for income Tax purposes) shall be allocated among each of the fair market values Companies and further allocated among the assets of each of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Companies in accordance with the methodology set forth on Exhibit F (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceMethodology”). Subject to Section 6.04(a), during The Parties acknowledge and agree that the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be Methodology was prepared in accordance with the principles of Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder. Within thirty (30) days following the final determination of Purchase Price on the Settlement Date pursuant to Section 2.04, Buyer shall provide the Sellers’ Representative with a schedule allocating all such amounts as provided herein in accordance with the Allocation Methodology (the “Allocation Schedule”), for the Sellers’ Representative’s review and comment. If Purchaser does not deliver the Sellers’ Representative accepts the Allocation Schedule delivered by Buyer to the Sellers’ Representative in writing, or if the Sellers’ Representative fails to give written notice to Buyer of any dispute objection within thirty (an “30) days after delivery of the Allocation Dispute Notice”) Schedule, the Allocation Schedule shall become final and binding on the Parties. In the event that the Sellers’ Representative notifies Buyer in writing of any objection to the Allocation Schedule, Buyer and the Sellers’ Representative shall attempt in good faith to resolve their differences with respect to the Allocation Schedule. If Buyer and the Sellers’ Representative, however, are unable to resolve their differences within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following SellerBuyer’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect Sellers’ Representative’s objections to the Estimated Allocation Schedule, Buyer and the Sellers’ Representative shall submit any disputed items to the Independent Auditors for a resolution of the Initial Purchase Price within such fifteen (15) day perioddispute, then with the Estimated Allocation Independent Auditors acting as an expert and not as an arbitrator. The decision of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Independent Auditors shall be final and binding, binding on the Seller Parties and Buyer absent manifest error. Any The fees payable and expenses of the Independent Auditors shall be shared equally by Buyer, on one hand, and the Seller Parties, on the other. Buyer and the Sellers’ Representative shall, to the extent necessary, work together in good faith to revise the Allocation Firm shall Schedule to reflect any post-Closing payment made pursuant to or in connection with this Agreement (including for the avoidance of doubt, any Earnout Payments pursuant to Section 2.06 of this Agreement), all such revisions to be borne equally by Seller consistent the Allocation Methodology and Purchaserthe principles set forth therein. The Estimated Allocation Except as the parties may otherwise agree or as may be required otherwise pursuant to a final determination within the meaning of Section 1313(a) of the Initial Purchase Price accepted Code or a corresponding provision of state, local or foreign Tax Law, the parties will, and will cause each of their respective Affiliates to, prepare and file all Tax Returns, including but not limited to IRS Form 8594, in a manner consistent with the final Allocation Schedule and will not take any position for Tax purposes, whether in a Tax audit or other Tax proceeding, that is inconsistent with the final Allocation Schedule, unless required by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon as practicable On or before the date that is forty-five (45) days after the date of this Agreementthat the Final Closing Consideration is finally determined pursuant to Section 1.5, Seller solely for Tax purposes, Holdings shall prepare and deliver to Purchaser: (i) Parent a proposed allocation of the Assumed Liabilities Final Closing Consideration (including any liabilities that are deemed assumed by country based on an estimate Buyer for U.S. federal Income Tax purposes) among the assets of the Acquired Entities and the restrictive covenants provided in the Key Persons Agreement in accordance with Section 1060 of the Code, the Treasury Regulations promulgated thereunder and the methodologies for determining fair market values value reflected in Section 1.7(a) of the Purchased Assets andSeller Disclosure Schedule (such allocation, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceSellers’ Allocation”). Subject If Parent disagrees with Sellers’ Allocation, Parent may, within twenty (20) days after delivery of Sellers’ Allocation, deliver a notice (“Parent’s Allocation Notice”) to Section 6.04(a)Holdings to such effect, specifying those items as to which Parent disagrees and setting forth Parent’s proposed allocation. If Parent’s Allocation Notice is duly delivered, Parent and Holdings shall, during the fifteen (15) day period days following delivery such delivery, work together in good faith to reach agreement on the disputed items or amounts in order to determine the allocation of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderFinal Closing Consideration (including any liabilities that are deemed assumed by Buyer for U.S. federal Income Tax purposes). If Purchaser does not deliver written notice of any Holdings and Parent are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15Independent Accountant and shall instruct the Independent Accountant to make a written determination consistent with Section 1.7(a) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve regarding such dispute during the as promptly as practicable, and in any event within thirty (30) day calendar days after the date on which such dispute is referred to the Independent Accountant (or such longer period following Seller’s receipt as the Independent Accountant may reasonably require). The fees and expenses of the Allocation Dispute Notice from Purchaser. If Independent Accountant shall be allocated between Parent, on one hand, and Sellers, on the other hand, based upon the percentage which the portion of the contested amount not awarded to or not included in an allocation determined by the Independent Accountant for each party bears to the amount actually contested by the Parties and Xxxxxx do not agree upon a final resolution with respect in the aggregate, as determined by the Independent Accountant. Subject to the Estimated preceding sentence, the allocation, as prepared by Holdings if no Parent’s Allocation of Notice has been timely given, as adjusted pursuant to any agreement between Holdings and Parent, or as determined by the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx Independent Accountant (the “Allocation FirmAllocation”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be conclusive and binding on the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueParties.

Purchase Price Allocation. Seller and Buyer agree that the total Purchase Price (aand any other amounts treated as taxable sales consideration for applicable income tax purposes, including any amounts treated as assumed liabilities) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed LiabilitiesTax Consideration”) and (ii) a proposed allocation of shall be allocated among the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceAllocation”). Subject Buyer shall prepare, or cause to Section 6.04(a)be prepared, during the fifteen such Allocation, and deliver a copy of such Allocation to Seller no later than one hundred eighty (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15180) days after the Closing for review and comment. Seller shall notify Buyer in writing of any comments to such Allocation no later than thirty (30) days following receipt of the Estimated such Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenfrom Buyer. If Purchaser delivers an Allocation Dispute Notice within Seller objects in writing during such fifteen thirty (1530) day period, the Parties and Xxxxxx shall use reasonable best efforts cooperate in good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt reach a mutually agreeable allocation of the Allocation Dispute Notice from PurchaserTax Consideration, which allocation shall be binding on the Parties. If the Parties and Xxxxxx do not agree upon a final resolution with respect are unable to reach an agreement, any disputed items shall be referred to the Estimated Allocation of Independent Accounting Firm for resolution, and the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Independent Accounting Firm shall be final and binding, absent manifest errorbinding on the Parties. Any The fees payable to and expenses of the Allocation Independent Accounting Firm shall be borne equally allocated between Buyer and Seller in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such Party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. If Seller and Purchaser. The Estimated does not provide Buyer with any comments within such period, the Allocation provided to Seller by Buyer shall be treated by the Parties as the agreed upon Allocation of the Initial Purchase Price accepted Tax Consideration for all applicable purposes. Any subsequent adjustments to the Tax Consideration shall be reflected in the Allocation of the Tax Consideration hereunder in a manner that is consistent with the Allocation. The Tax Consideration paid by Buyer shall be allocated by the Parties and Xxxxxx or determined by in accordance with the Allocation Firm(or any subsequent adjustment to such Allocation), as and all Tax Returns or other applicable documentation (including IRS Form 8594 and any other applicable forms for federal, provincial, state, local or foreign tax purposes) filed by each of the case may be, Parties shall be the “Final prepared consistently with such Allocation of the Initial Purchase Price”(or any subsequent adjustment to such Allocation). The Final Further, neither Party shall take any Tax position that is inconsistent with such Allocation of the Initial Purchase Price (or any subsequent adjustment to such Allocation). Seller shall be done at arm’s length based upon a cooperate with Buyer in good faith determination to prepare such Allocation (and any subsequent adjustment to such Allocation), including timely making available to Buyer and its representatives all records and information necessary in connection with the preparation of fair market valuesuch Allocation (or any subsequent adjustment to such Allocation).

Purchase Price Allocation. Seller and Buyer agree that the Purchase Price shall be allocated among the Assets as set forth on Schedule A-4 attached hereto (a) As soon as practicable in connection with an individual Asset, an "Asset Allocation", or, collectively, the "Asset Allocations"). Buyer shall, within IO days after the date of this AgreementEffective Date, Seller shall prepare and deliver to Purchaser: Seller for its review and comment a schedule allocating the applicable portion of the Purchase Price (as determined by the Asset Allocations) among the applicable Asset (each schedule, an "Individual Allocation", or collectively, the "Individual Allocations"), and Buyer and Seller shall endeavor in good faith to reach an agreement on the Individual Allocations prior to the Closing for federal, state and local tax purposes in accordance with Section I 060 of the Code. Seller shall review such Individual Allocations and provide any objections to Buyer within IO days after the receipt thereof. If Seller raises any objection to the Individual Allocations, the parties hereto will negotiate in good faith to resolve such objection(s). Upon reaching an agreement on the Individual Allocation(s), Buyer and Seller shall (i) a proposed allocation cooperate in the filing of any forms (including Form 8594 under Section 1060 of the Assumed Liabilities by country based on an estimate Code, but excluding any declaration of goodwill as defined under Section I 060 of the fair market values of Code) with respect to the Purchased Assets andIndividual Allocation(s) as finally resolved, if including any amendments to such forms required by applicable Law, an allocation by asset category within a particular country (pursuant to this Agreement with respect to any adjustment to the “Estimated Allocation of the Assumed Liabilities”) Purchase Price and (ii) a proposed allocation shall file all federal, state and local tax returns and related tax documents consistent with such Individual Allocation(s), as the same may be adjusted pursuant to Section 10. I or any other provisions of this Agreement. Notwithstanding the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets andforegoing, if required by applicable Lawif, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”after negotiating in good faith, the “Estimated Allocation of the Initial Purchase Price”). Subject parties hereto are unable to Section 6.04(aagree on a mutually satisfactory Individual Allocation(s), during the fifteen (15) day period following delivery each of the Estimated Allocation of the Initial Purchase Price, Buyer and Seller shall make use its Representatives reasonably and timely available own allocation(s) for purposes of this subsection 2.2(c); provided that, for purposes of determining any documentary stamp tax or other tax (as applicable) to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution paid with respect to the Estimated Allocation of the Initial Purchase Price within Deed(s), such fifteen (15allocation(s) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally determined by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuein its sole but reasonable discretion.

Purchase Price Allocation. (a) As soon as practicable after The Final Purchase Price and any other applicable amounts required to be included under the date Code shall be allocated among the Interests of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation each of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Companies in accordance with this Section 2.5. With respect to Networks, Holdings, IP Holdings, Wireless and VClipz, the principles Final Purchase Price and any other applicable amounts required to be included under the Code shall be allocated, with respect to the Interests of each such entity, among the assets and properties of Networks, Holdings, IP Holdings, Wireless and VClipz (as such classes are defined for the purposes of Sections 1060 of the Code) in accordance with Section 1060 of the Code and the applicable United States Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice thereunder (and any similar provision of any dispute Law) and consistent with the allocation methodology, principles and agreements set forth on Exhibit D-1 attached hereto (an such schedule, the “Purchase Price Allocation Dispute Notice”Principles”).As soon as reasonably practicable after the Closing, but within the later of (1) within fifteen ninety (1590) days after receipt the final determination of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Final Purchase Price pursuant to Section 2.4 and (2) one hundred eighty (180) days following the Closing, Buyer will prepare and deliver to Sellers an allocation schedule setting forth such allocations (the “Allocation”). Such Allocation shall be deemed the Final prepared in accordance with this Section 2.5. Sellers may dispute any amounts reflected in such Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering providing written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation Buyer of the Initial Purchase Price shall be deemed disputed items, and setting forth in reasonable detail the Final Allocation for all purposes hereunder when basis of such notice is givendispute, within thirty (30) days following receipt of such Allocation. If Purchaser delivers an Allocation Dispute Notice In the event Sellers and Buyer are unable to resolve any dispute within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt period, Sellers and Buyer shall submit the dispute to the Referral Firm in the manner provided in Section 2.4. Except as may be required by applicable Law, the Parties will: (i) file or cause to be filed all Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation and (ii) not take any action inconsistent therewith for any Tax purpose. Any adjustments to the Purchase Price or other amounts payable by Buyer to any Sellers pursuant to this Agreement subsequent to the finalization of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be reflected in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable amendments to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon in a good faith determination of fair market valuemanner consistent with Treasury Regulations section 1.1060-1.

Purchase Price Allocation. (a) As soon as practicable after On or before the date of this Agreementthat is one hundred and twenty (120) calendar days following the Closing Date, Seller Buyer shall prepare and deliver to Purchaser: (i) ABI a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared (including any Liabilities that are assumed or deemed assumed by Buyer for United States federal income Tax purposes) among the Transferred Assets and the assets owned (or deemed owned for U.S. federal income Tax purposes) by the JV in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (such allocation, the “Buyer Allocation”). If Purchaser does not ABI disagrees with the Buyer Allocation, ABI may, within thirty (30) calendar days after delivery of the Buyer Allocation, deliver written a notice of any dispute (an the “ABI Allocation Dispute Notice”) within to Buyer to such effect, specifying those items as to which ABI disagrees and setting forth ABI’s proposed allocation. If the ABI Allocation Notice is duly delivered, Buyer and ABI shall, during the fifteen (15) calendar days after receipt of following such delivery, work together in good faith to reach agreement on the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givendisputed items or amounts. If Purchaser delivers Buyer and ABI are unable to reach such agreement, they shall promptly thereafter submit for resolution the items remaining in dispute to an Allocation Dispute Notice within such fifteen (15) day period, independent accountant and shall instruct the Parties and Xxxxxx shall use reasonable best efforts independent accountant to resolve make a determination regarding such dispute during the as promptly as practicable, and in any event within thirty (30) day calendar days after the date on which such dispute is referred to the independent accountant (or such longer period following Seller’s receipt as the independent accountant may reasonably require). The fees and expenses of the independent accountant shall be allocated evenly between Buyer and ABI. The allocation, as prepared by Buyer if no ABI Allocation Dispute Notice from Purchaserhas been timely given, as adjusted pursuant to any agreement between Buyer and ABI, or as determined by the independent accountant (the “Allocation”), shall be conclusive and binding on the parties hereto. If To the Parties extent permitted by applicable Law, Buyer and Xxxxxx do not ABI agree upon a final resolution to (and shall cause their respective Affiliates to) report, act and file in accordance with the Allocation in any relevant Tax Returns or Tax filings and to cooperate in the preparation of any such Tax forms. The parties hereto shall promptly advise one another of the existence of any Tax audit, controversy, litigation or other Tax proceeding related to the Allocation. None of the parties hereto shall take any position (whether on any Tax Returns, in any Tax proceeding or otherwise with respect to Taxes) that is inconsistent with the Estimated Allocation except to the extent required by applicable Law or otherwise required pursuant to a “determination” within the meaning of 13 Section 1313(a) of the Initial Purchase Price within such fifteen Code (15) day periodor any analogous provision of state, then local or non-United States Law). Buyer and ABI will revise the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested extent necessary to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable reflect any adjustments to the Allocation Firm shall be borne equally by Seller and PurchaserPurchase Price. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as In the case may beof any such adjustment, Buyer shall be prepare and deliver to ABI a revised Allocation, and the “Final Allocation parties hereto shall follow the procedures outlined above with respect to review, dispute and resolution in respect of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch revision.

Purchase Price Allocation. (a) As soon The Parties agree, because the Company will be an entity that is disregarded as practicable after separate from its owner for U.S. federal income tax purposes as of the date Closing, that the purchase and sale of the Interests hereunder will be treated as a purchase of the assets of the Company for U.S. federal income tax purposes. Exhibit D describes the principles that will be utilized to allocate the amounts paid and the liabilities assumed in connection with the transactions contemplated by this Agreement, Seller shall prepare adjusted as necessary to determine the Seller’s amount realized and deliver to Purchaser: (i) a proposed allocation ’s cost of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country purchased assets hereunder for U.S. federal income tax purposes (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together which amount shall be determined in accordance with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(aExhibit D), during among the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company’s assets in accordance with the general principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderpursuant thereto or any successor provision and includes an example (based on the numbers set forth in the Interim Financial Statements, as appropriately adjusted for tax purposes) illustrating how these principles are to be applied. Within 30 days after the adjustments to the Estimated Closing Purchase Price have been finalized in accordance with Section 2.6, the Purchaser shall deliver to Seller a Form 8594 with an allocation that is consistent with the principles of Exhibit D and the example set forth therein (the “Proposed Allocation”). If Purchaser Seller does not deliver a written notice objection to the Proposed Allocation (which objection may only be raised to the extent the allocation is inconsistent with the principles of any dispute (an “Allocation Dispute Notice”Exhibit D and the example set forth therein) setting forth the items of disagreement within fifteen (15) 30 days after of receipt of the Estimated Allocation of Proposed Allocation, it will deemed to be accepted by Seller and will be the Initial Purchase Pricefinal allocation (the “Final Allocation”). If no agreement is reached within 30 days, the Estimated Allocation items of dispute shall be referred to the Initial Purchase Price Settlement Accountants for resolution. The Settlement Accountants will address only the items of dispute and are required to resolve such items in a manner that is consistent with the principles of Exhibit D and the example set forth therein. Procedures and terms of engagement for this purpose will be the same as set forth in Section 2.6 of this Agreement. The resolution provided by the Settlement Accountant shall be deemed final by all parties, and shall be the Final Allocation Allocation. None of the Initial Purchase Price for Parties will take a position on any Tax Return that is inconsistent with the Final Allocation, and the Parties shall file all purposes hereunder. Prior to Tax Returns and forms (including Form 8594 and comparable forms under other Tax law) consistently with the end of such fifteen Final Allocation, except as required by a final determination (15) day period, Purchaser may accept the Estimated Allocation as defined in Section 1313 of the Initial Purchase Price by delivering written notice to that effect to Seller and XxxxxxCode) or any comparable concept under applicable state or local law. For the avoidance of doubt, in which case the Estimated Allocation consistency requirement of the Initial Purchase Price shall be deemed preceding sentence does not extend to taking positions in connection with any audit or other proceeding conducted by, or any litigation with, any Tax Authority, so that in the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon event a final resolution Tax Authority raises any issues with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of each Party may take any position and settle or otherwise compromise any such audit, other proceeding or litigation in its discretion whether or not consistent with the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueAllocation.

Purchase Price Allocation. (a) As soon as practicable after Buyer shall allocate the date of this Agreement, Seller shall prepare Purchase Price and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate treated as purchase price for U.S. federal income tax purposes, as of the fair market values Closing, among the classes of assets (as described in the Treasury regulations promulgated under Section 338 of the Purchased Code) to which the Acquired Assets and, if required by applicable Law, an allocation by asset category within a particular country relate (the “Estimated Allocation of the Assumed LiabilitiesAllocation”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunderthereunder (or any similar provision of local or state Tax law) and shall submit the proposed Allocation to Sellers not later than sixty (60) days after Closing. If, within thirty (30) days after the receipt of the proposed Allocation, Seller notifies Buyer in writing that Seller disagrees with the proposed Allocation, then Buyer and Seller shall attempt in good faith to resolve their disagreement within the fifteen (15) days following Seller’s notification to Buyer of such disagreement. If Purchaser Seller does not deliver written notice so notify Buyer within thirty (30) days of receipt of the proposed Allocation, or upon resolution of the dispute by Seller and Buyer, the proposed Allocation shall become the final Allocation (the “Purchase Price Allocation”). If Seller and Buyer are unable to resolve their disagreement within the fifteen (15) days following any such notification by Seller, the dispute (an “Allocation Dispute Notice”) shall be submitted to a mutually agreed nationally recognized independent accounting firm, for resolution within fifteen (15) days after receipt of such submission, which resolution shall be final, binding and non-appealable. Each Party shall cooperate fully with the other Party to facilitate a prompt determination of the Estimated Allocation Allocation. The fees, costs and expenses of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts valuation firm retained to resolve such any dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodAllocation, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognizedif applicable, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller, on the one hand, and Buyer, on the other. Seller and Purchaser. The Estimated Buyer shall report consistently with the Allocation in all Tax Returns, including IRS Form 8594 (Asset Acquisition Statement) under Section 1060 of the Initial Code, which Buyer and Seller shall timely file with the IRS, and neither Buyer nor Seller shall take any position in any Tax Return that is inconsistent with the Purchase Price accepted Allocation unless required to do so by a (x) change in law occurring after the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation date of the Initial Purchase Price”. The Final Allocation determination of the Initial Purchase Price shall be done at arm’s length based upon a good faith Allocation or (y) final determination as defined in Section 1313 of fair market valuethe Code. Each of Seller and Buyer agree to promptly advise each other regarding the existence of any Tax audit, controversy or litigation related to the Purchase Price Allocation.

Purchase Price Allocation. The Adjusted Purchase Price (aplus any other amounts properly taken into account under the Code) As soon as practicable after shall be allocated among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation assets of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company in accordance with the methodologies set forth on Schedule 7.2 and the principles of Section 755 and Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local or foreign law, as appropriate) (the “Allocation”). If Purchaser does not deliver written notice Buyer shall reasonably cooperate with the Seller Representative to provide the inputs, information and any reasonable assistance needed or requested for the Seller Representative to prepare the Allocation. A draft of any dispute the Allocation shall be delivered by the Seller Representative to Buyer within sixty (an “Allocation Dispute Notice”) within fifteen (1560) days after receipt the final determination of the Estimated Adjusted Purchase Price pursuant to Section 2.2 (the “Proposed Allocation”). The Buyer shall deliver to the Seller Representative a written statement setting forth any comments to the Proposed Allocation of within thirty (30) days following the Initial Purchase Pricereceipt thereof (and, if no such written statement is timely delivered, the Estimated Allocation of the Initial Purchase Price Buyer shall be deemed to have agreed with the Proposed Allocation), and the parties shall reasonably cooperate in good faith to resolve any disputed items with respect to the Proposed Allocation. In the event the parties are unable to resolve any disputed items with respect to the Proposed Allocation, such items shall be promptly referred to the Accounting Arbitrator, which shall, acting as an expert and not as an arbitrator, provide a final written determination in respect thereof within thirty (30) days following such referral in accordance with the procedural principles of Section 2.2 and in a manner consistent with the methodologies set forth in Schedule 7.2 (such allocation, as mutually agreed among the parties or otherwise determined by the Accounting Arbitrator, the “Final Allocation”). The Final Allocation shall be adjusted as and to the extent the Adjusted Purchase Price changes. Buyer, and each Seller shall (and shall cause their respective Affiliates to) (i) prepare and file all Tax Returns (including, without limitation, in the filing of any applicable Form 8594 with their U.S. federal income Tax Return for the taxable year that includes the Closing Date) consistent with the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen and (15ii) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed take no position inconsistent with the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice Tax purposes, in each case, unless otherwise required pursuant to a “determination” within such fifteen (15the meaning of Section 1313(a) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode.

Purchase Price Allocation. The Parties agree to the allocation of the aggregate consideration paid by Purchaser for the Purchased Company Shares and, if applicable, other Purchased Assets (atogether with other relevant amounts) among the Purchased Companies and the Purchased Assets in accordance with the principles set forth on Section 2.10 of the Seller Disclosure Schedule (the “Allocation Principles”). As soon as reasonably practicable and in any event within thirty (30) days after determination of the date of this AgreementFinal Purchase Price pursuant to Section 2.9 hereof, Seller shall prepare and deliver provide to Purchaser: (i) , for Purchaser’s review and approval, a proposed allocation of the Final Purchase Price and any other consideration to be paid to, or for the benefit of, a Seller Entity, including the Assumed Liabilities by country based Liabilities, among the Purchased Assets (other than the Purchased Companies), on an estimate the one hand, and the Purchased Company Shares, on the other hand (and a further allocation of the fair market values Final Purchase Price and other amounts constituting consideration for U.S. federal income tax purposes among the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Companies) (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceProposed Allocation”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller Such allocation shall make its Representatives reasonably be reasonable and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice will review such Proposed Allocation and, to the extent Purchaser disagrees with the content of any dispute the Proposed Allocation, Purchaser will inform Seller of such disagreement within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt of such Proposed Allocation. Purchaser and Seller will attempt in good faith to resolve any such disagreement. If Purchaser and Seller are unable to reach an agreement on the Estimated Proposed Allocation within ninety (90) days of the Initial Purchase PriceClosing Date, any disagreement shall be resolved by the Estimated Allocation Independent Accounting Firm pursuant to the procedures provided in Section 2.9. The Proposed Allocation, as prepared by Seller if no timely Purchaser’s objection has been given or as adjusted pursuant to any agreement between the Parties or as determined pursuant to the decision of the Initial Purchase Price Independent Accounting Firm, when final and binding on all parties, is herein referred to as the “Final Allocation.” The allocation of any consideration paid (excluding any amounts constituting imputed interest) after the Closing Date shall be deemed determined in a similar manner. Seller (and to the extent applicable, each Seller Entity) and Purchaser each agrees to, and to cause its Affiliates to, file Internal EXHIBIT 2.1 Revenue Service Form 8594 (and Internal Revenue Service Form 8823), and all federal, state, local and foreign Tax Returns, in accordance with the Final Allocation. Neither Seller nor Purchaser, nor any of their respective Affiliates, shall take any position on any Tax Return or audit inconsistent with the Final Allocation of the Initial Purchase Price for all purposes hereunderunless required to do so by applicable Law. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation Purchaser shall promptly inform one another of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties any challenge by any Taxing Authority to any allocation made pursuant to this Section 2.10 and Xxxxxx shall use reasonable best efforts agree to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties consult and Xxxxxx do not agree upon a final resolution keep one another informed with respect to the Estimated Allocation of status of, and any discussion, proposal or submission with respect to, such challenge. Purchaser and Seller each agrees to provide the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately other promptly with any other information required to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuecomplete Form 8594.

Purchase Price Allocation. (a) As soon as practicable after the date of this AgreementThe Purchase Price, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of and any other items required to be treated as consideration for U.S. federal income Tax purposes will be allocated for all Tax purposes among the Purchased Assets, the Intellectual Property Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) to be purchased pursuant to Section 1.4 and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject Interests to be purchased pursuant to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared 1.1 in accordance with the principles of Section section 1060 of the Code and the Treasury Regulations promulgated thereunder (and, where such Purchased Interests constitute an interest in an Acquired Company that is classified for U.S. federal income Tax Purposes as a disregarded entity or partnership, among the assets of such Acquired Company in accordance with Sections 1060 and 755 of the Code, as applicable, and the Treasury Regulations promulgated thereunder) (the “Allocation”). The Allocation shall provide, unless mutually agreed by the Buyer and the Sellers’ Representative, that each element of the Purchase Price shall be allocable to each such Purchased Asset, Intellectual Property Asset and Purchased Interest pro rata. Within thirty (30) days after the finalization of the Purchase Price pursuant to Section 2.2, the Buyer shall provide to the Sellers’ Representative a draft Allocation. If Purchaser the Sellers’ Representative does not deliver provide the Buyer written notice objections to the draft Allocation within fifteen (15) days of receipt, the draft Allocation shall be deemed to be agreed upon by the Parties. If the Sellers’ Representative proposes changes to the draft Allocation within such fifteen (15)-day period, the Sellers’ Representative and the Buyer shall negotiate in good faith to agree to any aspects of the Allocation in dispute; provided, however, that if the Sellers’ Representative and the Buyer are unable to resolve any dispute (an “with respect to the Allocation Dispute Notice”) within fifteen (15) days after receipt the date the Buyer received notice of the Estimated Allocation of the Initial Purchase PriceSellers’ Representative’s objection, the Estimated Allocation of the Initial Purchase Price such dispute shall be deemed resolved by the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior Independent Accountant pursuant to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, procedures set forth in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market value.Section 2.2

Purchase Price Allocation. The Parties agree to allocate the Purchase Price (aand any liabilities taken into account as consideration for the Company Interests under applicable Tax Law) As soon as practicable after among the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation Interests of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets Company Entities and, if required by applicable Lawfurther, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles for purposes of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice thereunder (and any comparable or similar provisions of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller applicable state and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”local Tax Law). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, among the separate classes of assets of each Company Entity in accordance with the fair market value of the assets and the methodology described in Sections 1060 and 338 of the Code. Buyer shall prepare and provide to Sellers at least ten (10) Business Days prior to the Closing, a schedule setting forth a proposal for the allocation of the Purchase Price (plus liabilities properly taken into account under Tax law) among the assets of the Company Entities (the “Allocation Schedule”) in accordance herewith. Sellers shall propose to Buyer any changes thereto within five (5) Business Days following their receipt thereof, and Buyer and Sellers shall cooperate in good faith to agree upon a revised Allocation Schedule as soon as practicable. If the Parties are unable to agree on the Allocation Schedule, the Parties shall refer such dispute to the Independent Expert, which firm shall make a final and binding determination as to all matters in dispute with respect to this Section 2.6 (and only such matters) on a timely basis and promptly shall notify the Parties in writing of its resolution. The Independent Expert shall not have the power to modify or amend any term or provision of this Agreement. The related expenses of the Independent Expert shall be shared equally by Xxxxx and Sellers. Each of Sellers and Buyer agrees and acknowledges that each shall (and shall cause its Affiliates to) report the “Final transactions contemplated herein to the applicable taxing authorities consistent with the Allocation Schedule mutually agreed upon (or as determined by the Independent Expert) pursuant to this Section 2.6, and that neither Sellers nor Buyer shall, absent mutual written agreement, challenge or dispute the allocations set forth in the final Allocation Schedule determined pursuant hereto, or file any Tax Return inconsistent therewith unless required by a determination within the meaning of Section 1313 of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueCode.

Purchase Price Allocation. (a) As soon as practicable after Within 30 days following the date of this AgreementClosing Date, the Buyer shall provide the Seller shall prepare and deliver to Purchaser: (i) a proposed with an allocation of the Assumed Liabilities by country based on an estimate Purchase Price (and all other items required under the Code) among the assets of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderthereunder (and any similar provision of state, local, or non-U.S. Law, as appropriate) (the “Purchase Price Allocation”). Upon receipt from the Buyer, the Seller shall have 30 days to review the Purchase Price Allocation (the “Purchase Price Allocation Review Period”). If Purchaser does not the Seller disagrees with any items set forth on the Purchase Price Allocation, the Seller shall, on or before the last day of the Purchase Price Allocation Review Period, deliver a written notice to the Buyer (the “Purchase Price Allocation Notice of any dispute (an “Objection”), setting forth such objections. Unless the Seller delivers the Purchase Price Allocation Dispute Notice”) Notice of Objection to the Buyer within fifteen (15) days after receipt of the Estimated Purchase Price Allocation of the Initial Purchase PriceReview Period, the Estimated Allocation of the Initial Purchase Price Seller shall be deemed to have accepted the Final Allocation of determinations set forth in the Initial Purchase Price for all purposes hereunderAllocation. Prior If the Seller delivers the Purchase Price Allocation Notice of Objection to the Buyer within the Purchase Price Allocation Review Period, the Buyer and the Seller shall, during the 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items. At the end of any such fifteen (15) day periodperiod or any mutually agreed extension thereof, Purchaser may accept any remaining disputes between the Estimated Allocation of Buyer and the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed resolved in accordance with the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”procedures contemplated by Section 2.04(b)(ii). The Allocation Firm Parties shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forthnot take any position, in reasonable detailconnection with any Tax Return, audit or similar Action related to Taxes, that is inconsistent with the basis therefor. The determination of the Purchase Price Allocation Firm shall be final and binding(as finalized pursuant to this Section 6.09(h)), absent manifest error. Any fees payable except to the Allocation Firm shall be borne equally extent required by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueapplicable Law.

Purchase Price Allocation. (a) As soon as practicable after The Final Purchase Price, plus the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation amount of the Assumed Liabilities by country based Company’s liabilities included in the amount realized on an estimate the sale of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country Company’s assets for federal income Tax purposes (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”collectively, the “Estimated Allocation Tax Consideration”), shall be allocated among the assets of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Company in accordance with the principles of Section 1060 of the Code and the applicable Treasury Regulations promulgated thereunder. If Purchaser does not shall prepare and deliver written notice to Seller an allocation schedule setting forth Purchaser’s determination of any dispute the allocation of the Final Purchase Price plus the amount of the Company’s liabilities included in the amount realized on the sale of the Company’s assets for federal income Tax purposes (an “Allocation Dispute NoticeSchedule”) within thirty (30) days after determination of the Final Purchase Price pursuant to Section 2.06. Seller shall have fifteen (15) days after receipt to review the Allocation Schedule and either notify Purchaser that it is in agreement with such Allocation Schedule or deliver, in writing, any objections that it may have with respect thereto. If Seller notifies Purchaser that it disagrees with any aspect of the Estimated Allocation Schedule, Purchaser and Seller shall work together in good faith to resolve any such disagreement. If any dispute regarding the Allocation Schedule remains unresolved after forty-five (45) days following Purchaser’s delivery of the Initial Purchase Pricesuch Allocation Schedule to Seller, the Estimated Allocation of the Initial Purchase Price then such disagreement shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior immediately submitted to the end of such fifteen (15) day periodIndependent Accounting Firm, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts instructed to resolve such dispute during the disagreement within thirty (30) day period following Sellerdays after such disagreement is submitted to it for resolution and shall notify Purchaser and Seller in writing of its resolution. The Independent Accounting Firm’s receipt resolution of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm disagreement shall be final and bindingbinding on Purchaser and Seller. Purchaser and Seller shall file all Tax Returns (including IRS Form 8594) in a manner consistent with the agreed upon or final Allocation Schedule and neither Purchaser nor Seller shall take any position (whether in Tax Proceedings, absent manifest erroron Tax Returns, or otherwise) that is inconsistent with such Allocation Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision. Any fees payable Notwithstanding the foregoing, the Parties agree that it will not be inconsistent with the Allocation Schedule for (a) Purchaser’s cost for the Company’s assets to differ from the total amount allocated in the Allocation Schedule to reflect capitalized acquisition costs not included in the total amount allocated pursuant to this Section 2.08, (b) the amount realized by Seller to differ from the total amount allocated pursuant to this Section 2.08 to reflect transaction costs that reduce the amount realized for U.S. federal income Tax purposes and (c) Purchaser’s and Seller’s cost and amount realized, respectively, to differ from the Purchase Price to take into account differences between the Final Purchase Price and the Tax Consideration, and any other payments to Seller treated as purchase price for the Company’s assets for U.S. federal income Tax purposes, and any adjustments to the foregoing hereunder. In the event that the Allocation Schedule is disputed by any Governmental Authority, the Party receiving notice of such dispute shall promptly notify the other Party hereto concerning the existence and resolution of such dispute. In the event the Final Purchase Price is adjusted pursuant to ARTICLE IX, Purchaser shall promptly prepare and deliver to Seller an updated Allocation Schedule reflecting such adjustment, and any disagreement by Seller with such adjustment shall be resolved in the same manner as a disagreement over the original Allocation Schedule. If incurred, any fees and expenses of the Independent Accounting Firm shall be borne equally fifty percent (50%) by Seller Purchaser and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted fifty percent (50%) by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueSeller.

Purchase Price Allocation. (a) As soon as practicable after The Parties agree that the date Net Proceeds Amount, the Escrow Amount, the PPP Escrow Amount, Axxxx Amount, Sellers’ Representative Expense Amount, the amount of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation liabilities of the Assumed Liabilities by country based on an estimate Companies (as of the fair market values Closing), and all other items treated as consideration for Tax purposes shall be allocated among the assets of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country ATA and Talon (the “Estimated Allocation of the Assumed LiabilitiesPurchase Price Allocation”) for all purposes (including Tax and (iifinancial accounting purposes) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereundermethodologies set forth on Schedule 2.5. If Purchaser does not deliver written notice of any dispute Within ninety (an “Allocation Dispute Notice”) within fifteen (1590) days after receipt the final determination of Closing Net Working Capital, the Actual Cash Balance, Closing Indebtedness and Transaction Expenses pursuant to Section 2.4(c) above, Buyer shall provide to Sellers’ Representative a draft of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenAllocation. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt days of receiving such draft of the Purchase Price Allocation, the Sellers’ Representative has not delivered a written notice to Buyer objecting to such draft of the Purchase Price Allocation, then such draft of the Purchase Price Allocation Dispute Notice from PurchaserSchedule prepared by Buyer shall be final and binding. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation within thirty (30) days of receiving such draft of the Initial Purchase Price within Allocation the Sellers’ Representative delivers a written notice to Buyer objecting to such fifteen (15) day perioddraft of the Purchase Price Allocation, then Sellers’ Representative and Buyer shall cooperate in good faith to resolve their differences; provided, that if after thirty (30) days, the Estimated Allocation of Sellers’ Representative and Buyer are unable to agree, the Initial Purchase Price Sellers’ Representative and Buyer shall be submitted immediately retain the Accounting Firm to an internationally recognizedresolve their dispute, independent accounting or valuation firm reasonably acceptable to and the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Accounting Firm shall be requested to render a determination of utilize the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must methodologies for determining fair market sale as set forth, in reasonable detail, the basis thereforforth on Schedule 2.5. The determination of the Allocation Accounting Firm shall be final and bindingbinding on the Parties. The fees, absent manifest error. Any fees payable to costs and expenses of the Allocation Accounting Firm shall be borne equally by Seller and Purchaserdetermined in the manner set forth in Section 2.4(c). The Estimated Allocation No Party will take a position on any Tax Return, before any Governmental Entity charged with the collection of any Tax, or in any judicial Proceeding, that is in any way inconsistent with the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmAllocation, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuefinally determined under this Section 2.5.

Purchase Price Allocation. (a) As soon as practicable after Seller and Buyer acknowledge that the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation purchase of the Assumed Liabilities by country based on an estimate LLC Interests shall be treated as a purchase of all of the fair market values assets of EPB (the “Purchased Assets”) for U.S. federal income tax purposes. Buyer and Seller agree that the Purchase Price, as finally determined pursuant to Section 2.3, (and any assumed liabilities as determined for federal income tax purposes) will be allocated among the Purchased Assets and, if required by applicable Law, an allocation by asset category within for all Tax purposes in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) Not later than 90 days after receipt the Closing Date, Seller shall prepare and deliver to Buyer for Buyer’s review and approval, a copy of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller Form 8594 and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx any required exhibits thereto (the “Allocation FirmAsset Acquisition Statement”) allocating the final Purchase Price (and any assumed liabilities as determined for federal income tax purposes) among the Purchased Assets. Seller shall prepare and deliver to Buyer, from time to time, for Buyer’s review and approval revised copies of the Asset Acquisition Statement (the “Revised Statements”) so as to reflect any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any). The Allocation Firm If Buyer and Seller agree on the allocation of the final Purchase Price (and any assumed liabilities as determined for federal income tax purposes) within 30 days after the delivery of the Asset Acquisition Statement or the Revised Statements, as the case may be (which shall be requested evidenced by an Asset Acquisition Statement or the Revised Statements signed by each of Buyer and Seller), Buyer, Seller and their Affiliates shall file all Tax Returns in a manner consistent with such agreed allocation and shall take no position inconsistent therewith. In the event that Buyer and Seller are unable to render a determination agree on such allocation within 30 days after the delivery of the applicable dispute within fifteen (15) days after referral of Asset Acquisition Statement or the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmRevised Statements, as the case may be, neither Buyer, Seller nor any of their respective Affiliates shall be required, pursuant hereto, to file any Tax Returns or otherwise take any positions consistent with the “Final Allocation allocation of the Initial other party. In the event that Buyer and Seller are unable to agree on the allocation of the final Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon , then each party will in any event file a good faith determination of fair market valueForm 8594.

Purchase Price Allocation. (a) As soon as practicable after On or prior to the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets andSecond Closing Date or, if required by applicable Lawnone, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by the Allocation FirmClosing Date, as the case may be, Purchaser shall prepare and deliver to Seller a statement (together with all supporting documentation) setting forth the allocation of the sum of the aggregate Purchase Price paid at the Initial Closing and Second Closing, if any, plus any other amounts as required by applicable Tax Law transferred or deemed transferred to Seller among the Acquired Assets (the “Allocation Schedule”), which allocation shall be made in accordance with Section 1060 of the Code and any applicable Treasury Regulations. If Seller does not object to the Allocation Schedule within 30 days of Seller’s receipt of the Allocation Schedule, the Allocation Schedule will become final and binding upon Purchaser and Seller (the “Final Allocation Schedule”). If Seller objects in writing within such 30-day period to any item in the Allocation Schedule, Seller and Purchaser will negotiate in good faith to resolve the dispute (in which case, the agreed-upon Allocation Schedule shall be the “Final Allocation Schedule”). If they cannot resolve the dispute within 15 days, Seller and Purchaser will engage a nationally recognized independent accounting firm mutually agreed upon by Purchaser and Seller, or if such firm cannot or will not act in such capacity, such other firm mutually acceptable to Purchaser and Seller (the “Independent Accountant”). As promptly as practicable thereafter, but in any event within 30 days of engaging the Independent Accountant, Purchaser and Seller will each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of the Initial Purchase Price”dispute to the Independent Accountant. The As soon as practicable thereafter, but in any event within 30 days of the submission of each such Party’s presentation to the Independent Accountant, Purchaser and Seller will cause the Independent Accountant to choose one of such Parties’ positions or a compromise position determined by the Independent Accountant based solely upon the presentations by Purchaser and Seller (in which case, the determination of the Independent Accountant shall be considered the “Final Allocation Schedule”). Purchaser and Seller will share the expenses of the Initial Purchase Price shall Independent Accountant equally. All determinations made by the Independent Accountant will be done at arm’s length based final, binding and conclusive upon a good faith determination of fair market valuePurchaser and Seller.

Purchase Price Allocation. The Purchase Price (aplus any items to the extent properly taken into account under Section 1060 of the Code) As soon as practicable after the date of this Agreement, Seller shall prepare and deliver to Purchaser: be allocated among (i) a proposed allocation the Equity Interests of Valvoline International Holdings Inc. and its direct and indirect subsidiaries, in the Assumed Liabilities by country based on an estimate of aggregate (including, for this purpose, the fair market values of Dubai Entities or the Purchased Dubai Assets and(as applicable)), if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation the other assets and liabilities of the Initial Payment by country based on an estimate of Transferred Company, in the fair market values of the Purchased Assets andaggregate, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles allocation schedule set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Share Allocation”). Within 90 days following Closing, Seller shall deliver to Purchaser, with respect to the amount allocated in the Share Allocation, an allocation among the assets and liabilities described in (ii) above properly treated as acquired for Tax purposes pursuant to this Agreement, in accordance with Section 1060 of the Code and consistent with the Treasury Regulations promulgated thereundermethodology set forth in Section 5.07(g) of the Seller Disclosure Letter (the “Asset Allocation”). Purchaser shall have the right to review and raise any objections in writing to the Asset Allocation during the 30-day period after receipt thereof. If Purchaser does not deliver written notice of raise any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of objections in accordance with the Estimated Allocation of the Initial Purchase Priceprocedures set forth in this Section 5.07(g), the Estimated Allocation of the Initial Purchase Price Purchaser shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to have agreed to the end of such fifteen (15) day period, Purchaser may accept Asset Allocation and the Estimated Asset Allocation of shall become the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenfinal Asset Allocation. If Purchaser delivers raises an Allocation Dispute Notice within such fifteen (15) day periodobjection in writing in accordance with the procedures set forth in this Section 5.07(g), the Parties and Xxxxxx parties shall use reasonable best efforts negotiate in good faith to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaserdispute. If the Parties parties are unable to agree on the Asset Allocation within 30 days after the commencement of such good faith negotiations (or such longer period as Seller and Xxxxxx do not Purchaser may mutually agree upon in writing), then the Independent Expert shall be engaged to review the Asset Allocation and make a final determination resolution of any disputes with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis thereforAsset Allocation. The determination of the Independent Expert regarding the Asset Allocation Firm shall be final delivered as soon as practicable following the engagement of the Independent Expert, but in no event more than 60 days thereafter, and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by final, conclusive and binding upon Seller and Purchaser, and Purchaser shall revise the Asset Allocation accordingly. Seller, on the one hand, and Purchaser, on the other hand, shall each pay one-half of the cost of the Independent Expert. Purchaser, on the one hand, and Seller, on the other hand, shall each cause to be filed an IRS Form 8594 with the Internal Revenue Service. Purchaser and Seller agree to (x) be bound by the Share Allocation and the Asset Allocation determined to be final by this Section 5.07(g) (the “Final Purchase Price Allocations”), (y) act in accordance with the Final Purchase Price Allocations in the preparation of and filing of all Tax Returns (including with respect to IRS Form 8594) and (z) take no position inconsistent with the Final Purchase Price Allocations for all Tax purposes unless otherwise required by applicable Law. The Estimated Allocation of parties shall, in good faith, make adjustments to the Initial Final Purchase Price accepted by Allocations as necessary to account for any adjustments to the Parties and Xxxxxx Purchase Price. In the event that any Taxing Authority disputes the Final Purchase Price Allocations, Seller or determined by the Allocation FirmPurchaser, as the case may be, shall be promptly notify the “Final Allocation other parties in writing of the Initial Purchase Price”. The Final Allocation nature of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valuesuch dispute.

Purchase Price Allocation. (a) As soon as practicable No later than 60 days after the date of this AgreementClosing Date, Seller shall prepare and deliver to Purchaser: (i) Purchaser a proposed allocation of the Assumed Liabilities by country based on an estimate of Purchase Price and any other items that are treated as additional consideration for Income Tax purposes among the fair market values of the Purchased Assets andTransferred Assets, if required by applicable Law, an allocation by asset category within determined in a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together manner consistent with the “Estimated Allocation of the Assumed Liabilities”Code, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of including Section 1060 of the Code thereof, and the Treasury Regulations promulgated thereunderthereunder (“Seller’s Allocation”). If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) disagrees with Seller’s Allocation, Purchaser shall, within fifteen (15) 30 days after receipt of the Estimated Allocation of the Initial Purchase PriceSeller’s Allocation, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect deliver to Seller and Xxxxxx, in which case the Estimated a revised draft containing any changes that Purchaser proposes to be made to Seller’s Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given(“Purchaser’s Allocation”). If Purchaser delivers an Purchaser’s Allocation Dispute Notice within during such fifteen (15) day period, Seller and Purchaser shall, during the Parties 30 days following such delivery, work together in good faith to reach agreement on the disputed items or amounts. If Seller and Xxxxxx Purchaser are unable to reach such agreement, they shall use reasonable best efforts promptly thereafter submit for resolution the items remaining in dispute to resolve the Accountant and shall instruct the Accountant to (i) make a determination regarding such dispute during as promptly as practicable, and in any event within 30 days from the thirty date of submission of such dispute to the Accountant pursuant to this Section 7.1 and (30ii) day period following Sellerdeliver promptly thereafter a copy of its determination to Seller and Purchaser, together with a report setting forth each disputed item and the Accountant’s receipt determination with respect thereto. The fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution Accountant, with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day periodits engagement under this Section 7.1, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally 50% by Seller and 50% by Purchaser. The Estimated allocation, as prepared by Seller if no Purchaser’s Allocation of the Initial Purchase Price accepted by the Parties has been timely delivered, as adjusted pursuant to any agreement between Seller and Xxxxxx Purchaser or as determined by the Allocation Firm, as the case may be, Accountant pursuant to this Section 7.1 shall be the “Final Allocation” and shall be conclusive and binding on all Parties (and their Affiliates). Seller and Purchaser shall cooperate in good faith to update the Allocation to reflect any adjustments to the Purchase Price and any other items that are treated as additional consideration for Income Tax purposes. Neither Seller nor Purchaser shall (and shall cause their respective Affiliates not to) take any position inconsistent with such Allocation on any Income Tax Return or in any Income Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Initial Purchase Price”. The Final Allocation Code (or any analogous provision of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueLaw).

Purchase Price Allocation. (a) As soon as practicable after The parties hereto agree to treat the date of this Agreement, Seller shall prepare and deliver to Purchaser: (i) a proposed allocation purchase of the Assumed Liabilities by country based on an estimate Units as a purchase of the fair market values assets of the Purchased Assets Company for U.S. federal and, if required to the extent permitted by applicable Law, an allocation by asset category within a particular country applicable state and local income Tax purposes. Seller and Buyer shall allocate the Purchase Price among the assets of the Company and the services to be received pursuant to the Transition Services Agreement (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase PriceSchedule”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated The Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price Schedule shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder. If Purchaser does not Within one-hundred and twenty (120) days of the Closing Date, Buyer shall prepare and deliver written notice to Seller the Allocation Schedule for Seller’s review and approval. If, within thirty (30) days following the delivery of the Allocation Schedule, Seller notifies Buyer in writing that Seller disputes any dispute calculation in the Allocation Schedule, Buyer and Seller shall cooperate in good faith to resolve such dispute. Should Buyer and Seller fail to reach an agreement within thirty (an “Allocation Dispute Notice”) within fifteen (1530) days after receipt Seller notifies Buyer of such dispute, Buyer and Seller shall bring all disputes relating to the Estimated Allocation preparation of such allocation to the Initial Purchase PriceValuation Firm for resolution, the Estimated Allocation of the Initial Purchase Price whose decisions shall be deemed final and binding on the Final parties (and reflected on the Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15Schedule) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price whose expenses shall be deemed paid equally by Buyer on one hand and Seller on the Final Allocation for all purposes hereunder when such notice is givenother. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts Valuation Firm is unable to resolve such dispute during prior to the thirty (30) day period following Seller’s receipt filing of any Tax Return to which the Allocation Dispute Notice from Purchaser. If the Parties Purchase Price allocation made pursuant to this Section 1.7 is relevant, each of Buyer and Xxxxxx do not agree upon a final resolution Seller shall be entitled to take its own position with respect to the Estimated Allocation allocation of the Initial Purchase Price within on the applicable Tax Return, the filing of which shall not prejudice or otherwise control the Valuation Firm’s resolution of such fifteen matter. Without limiting the foregoing, the Allocation Schedule (15or any update thereto) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties conclusive absent manifest error and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and bindingbinding upon the parties. Seller and Buyer shall (i) prepare and file all income Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation Schedule (or any update thereto), absent manifest error. Any fees payable if such Allocation Schedule is agreed prior to the Allocation Firm shall be borne equally by Seller filing of any such Tax Return, and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted by the Parties and Xxxxxx or determined by (ii) take no position inconsistent with the Allocation FirmSchedule (or any update thereto) in any income Tax Return, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueany income Tax proceeding before any Taxing Authority.

Purchase Price Allocation. (a) As soon as practicable after Within thirty (30) days following the date final determination of this Agreementthe Final Closing Net Working Capital, Seller Purchaser shall prepare and deliver to Purchaser: Sellers Representative a draft of a statement (ithe “Allocation Statement”) a setting forth its proposed allocation of the Assumed Liabilities by country based on an estimate Transaction Consideration (including the amount of any assumed liabilities) among the assets of the fair market values Company. Sellers agree to Purchaser’s engagement of Xxxxx Xxxxxxxx LLP for purposes of providing a valuation of the Purchased Assets and, if required by applicable Law, Company’s assets and the Parties agree that the Allocation Statement shall reflect an allocation within the ranges of values as determined by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunderXxxxx Xxxxxxxx LLP. If Purchaser does not deliver written notice of any dispute (an “Allocation Dispute Notice”) within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Sellerdays after Sellers Representative’s receipt of the draft Allocation Dispute Notice from PurchaserStatement, Sellers Representative shall not have objected in writing to such draft Allocation Statement, the draft Allocation Statement shall become the Allocation Statement. In the event that Sellers Representative objects in writing within such thirty (30)-day period, Sellers Representative and Purchaser shall negotiate in good faith to resolve the dispute. If Sellers Representative and Purchaser are unable to reach an agreement within thirty (30) days after Purchaser’s receipt of Sellers Representative’s written objection, the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price dispute shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to resolved and the Parties and Xxxxxx (Allocation Statement shall be determined by the “Allocation Firm”)Neutral Accountant. The Allocation Firm Statement, as agreed upon by Purchaser and Sellers Representative and/or determined under this Section 2.7, shall be requested to render a determination final and binding upon the Parties hereto. Each of Purchaser and Sellers shall bear all fees and costs incurred by it in connection with the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm Statement, except that Purchaser on one hand and Sellers on the other hand shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally by Seller and Purchaser. The Estimated Allocation each pay one-half (50%) of the Initial Purchase Price accepted by the Parties fees and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation expenses of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueNeutral Accountant.

Purchase Price Allocation. (a) As soon The Purchase Price, as practicable after the date of this Agreement, Seller shall prepare adjusted by Section 2.2 and deliver to Purchaser: increased by (i) a proposed allocation any liabilities of the Assumed Liabilities by country based on an estimate Companies outstanding as of the fair market values of the Purchased Assets and, if required Closing and treated as assumed by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) Buyer for tax purposes and (ii) a proposed allocation of any other amounts treated as consideration paid for the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets andLLC Interests for tax purposes, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared in accordance with allocated among the principles assets of Lodi Gas and Lodi Development for the purposes of Section 1060 of the Code as set forth in this Section 10.7 (the “Purchase Price Allocation”). Buyer and Seller agree to complete and attach Internal Revenue Service Form 8594 to their respective Tax Returns in a manner consistent with the Treasury Regulations promulgated thereunderPurchase Price Allocation and otherwise to be bound by such Purchase Price Allocation (including the preparation of all books, records, and filings) unless otherwise required by Law. If Purchaser does not deliver written notice In consultation with Buyer, Seller shall prepare an initial Purchase Price Allocation (based upon the Initial Purchase Price and any adjustments known to Seller) and send it to Buyer no later than forty-five (45) days prior to Seller’s best estimate of any dispute (an “the expected Closing Date. Buyer shall review the proposed Purchase Price Allocation Dispute Notice”) and either consent to such Purchase Price Allocation or request necessary modifications within fifteen (15) days after of receipt of such initial Purchase Price Allocation. If Seller agrees with Buyer’s suggested modifications, then Seller shall make Buyer’s requested modifications and the Estimated Purchase Price Allocation of shall be adjusted only to the Initial Purchase Price, extent necessary to account for the Estimated Allocation of final adjustments to the Initial Purchase Price pursuant to Section 2.2. If Buyer and Seller are unable to agree upon the Purchase Price Allocation (or any modification or amendment to the final or any interim Purchase Price Allocation), Seller and Buyer shall be deemed attempt to resolve their differences as soon as possible, but in all events prior to the Final Closing Date. If Buyer and Seller are unable to agree upon the Purchase Price Allocation at least twenty (20) days prior to the Closing Date, Buyer and Seller shall jointly request that the Neutral Auditor resolve any issues by or before the Closing Date. Notwithstanding anything in this Agreement to the contrary, the fees and expenses of the Initial Purchase Price for all purposes hereunder. Prior to Neutral Auditor in resolving the end of such fifteen (15) day period, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is given. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm shall be borne equally 50% by Seller Buyer and Purchaser. The Estimated Allocation of the Initial Purchase Price accepted 50% by the Parties and Xxxxxx or determined by the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial Purchase Price shall be done at arm’s length based upon a good faith determination of fair market valueSeller.

Purchase Price Allocation. Within sixty (a60) As soon as practicable days after the date of this AgreementFinal Purchase Price shall have been deemed to be final pursuant to Section 2.8, Seller shall prepare and deliver to Purchaser: Buyer a schedule that reasonably allocates the Final Purchase Price (i) a proposed allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with any assumed Liabilities and any other items required to be taken into account as purchase consideration for U.S. federal income Tax purposes) among the “Estimated Allocation of Shares and the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation of the Initial Purchase Price. The Estimated Allocation of the Initial Purchase Price shall be prepared Transferred Assets in accordance with the principles of Section Sections 1060 and 338 of the Code and the Treasury Regulations promulgated thereunderthereunder (the “Allocation Schedule”). If Purchaser does not deliver written Buyer shall have a period of twenty (20) days after the delivery of the Allocation Schedule (the “Response Period”) to present in writing to Seller notice of any dispute objections Buyer may have to the allocation set forth therein (an “Allocation Dispute Objections Notice”) ). Unless Buyer timely objects, such Allocation Schedule shall be binding on the Parties without further adjustment, absent manifest error. If Buyer delivers an Objections Notice within the Response Period, Buyer and Seller shall negotiate in good faith and use all reasonable best efforts to resolve such dispute. If the Parties fail to agree within fifteen (15) days after receipt the delivery of the Estimated Allocation of Objections Notice, then the Initial Purchase Price, the Estimated Allocation of the Initial Purchase Price disputed items shall be deemed resolved by the Final Allocation of the Initial Purchase Price for all purposes hereunder. Prior to the end of such fifteen (15) day periodIndependent Accountant, Purchaser may accept the Estimated Allocation of the Initial Purchase Price by delivering written notice to that effect to Seller and Xxxxxx, in which case the Estimated Allocation of the Initial Purchase Price whose determination shall be deemed final and binding on the Final Allocation for all purposes hereunder when such notice is givenParties. If Purchaser delivers an Allocation Dispute Notice The Independent Accountant shall resolve the dispute within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such dispute during the thirty (30) day period following Seller’s receipt days after the item has been referred to it. The costs, fees and expenses of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Allocation of the Initial Purchase Price within such fifteen (15) day period, then the Estimated Allocation of the Initial Purchase Price shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (the “Allocation Firm”). The Allocation Firm shall be requested to render a determination of the applicable dispute within fifteen (15) days after referral of the matter to such Allocation Firm, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and binding, absent manifest error. Any fees payable to the Allocation Firm Independent Accountant shall be borne equally by Seller Buyer and PurchaserSeller. The Estimated Allocation Except as otherwise required by a final determination (within the meaning of Section 1313(a) of the Initial Purchase Price accepted Code or similar provision of applicable Tax Law), (a) Buyer and Seller shall (and shall cause their respective Affiliates to) report the national, federal, state, provincial and local income and other Tax consequences of the transactions contemplated by the Parties and Xxxxxx or determined by this Agreement in a manner consistent with the Allocation FirmSchedule, as and (b) neither Buyer nor Seller shall (and neither party shall permit its respective Affiliates to) take a position inconsistent with the case may be, shall Allocation Schedule on any Tax Return or filings (including any forms required to be the “Final Allocation filed pursuant to Section 1060 or 338 of the Initial Purchase Price”Code). The Final Allocation Each of Buyer and Seller shall cooperate with the Initial Purchase Price shall be done at arm’s length based upon other in preparing IRS Form 8594 or any equivalent statements required by any Governmental Entity charged with the collection of any income Tax for filing within a good faith determination of fair market valuereasonable period before its filing due date.

Purchase Price Allocation. Purchaser and the Sellers recognize that for federal income Tax purposes (aincluding under Treas. Reg. §1.1361-5(b)(3), Example 9) As soon the transactions contemplated by this Agreement will be treated as practicable a purchase of the assets of the Company by Purchaser. Within sixty (60) days after the date on which the computation of this Agreementthe Closing Net Working Capital has become final and binding pursuant to Section 3.3, Seller Purchaser shall prepare and deliver to Purchaser: (i) the Selling Stockholder a proposed draft allocation of the Assumed Liabilities by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Assumed Liabilities”) and (ii) a proposed allocation of the Initial Payment by country based on an estimate of the fair market values of the Purchased Assets and, if required by applicable Law, an allocation by asset category within a particular country (the “Estimated Allocation of the Initial Payment”, and together with the “Estimated Allocation of the Assumed Liabilities”, the “Estimated Allocation of the Initial Purchase Price”). Subject to Section 6.04(a), during the fifteen (15) day period following delivery of the Estimated Allocation of the Initial Purchase Price, Seller shall make its Representatives reasonably reduced by the Escrow Amount, and timely available to Purchaser, Xxxxxx and their respective Representatives to discuss the Estimated Allocation liabilities of the Initial Purchase Price. The Estimated Allocation Company among the assets of the Initial Purchase Price shall be Company prepared in accordance with the principles of Section 1060 of the Code (the “Purchase Price Allocation”). The Selling Stockholder shall have a period of thirty (30) calendar days after such delivery to review the Purchase Price Allocation and make any objections the Treasury Regulations promulgated thereunderSelling Stockholder may have to the Purchase Price Allocation in writing to Purchaser. If Purchaser does not deliver no written notice of any dispute (an “Allocation Dispute Notice”) objections are made within fifteen (15) days after receipt of the Estimated Allocation of the Initial Purchase Pricetime period provided above, the Estimated Allocation of the Initial Purchase Price Allocation shall be deemed to be accepted and approved by the Final Allocation of Selling Stockholder and shall become final and binding on the Initial parties to this Agreement. If written objections to the Purchase Price for all purposes hereunder. Prior Allocation are delivered to the end of Purchaser within such fifteen thirty (15) 30)-calendar day period, Purchaser may accept and the Estimated Allocation Selling Stockholder shall attempt to resolve the matter or matters in dispute within twenty (20) calendar days after the delivery of such objections and if such matter or matters in dispute are resolved by mutual agreement of Purchaser and the Initial Selling Stockholder, the Purchase Price by delivering written notice Allocation, as adjusted to that effect the extent necessary to Seller reflect such resolution, shall become final and Xxxxxx, in which case binding on the Estimated Allocation of the Initial Purchase Price shall be deemed the Final Allocation for all purposes hereunder when such notice is givenparties to this Agreement. If Purchaser delivers an Allocation Dispute Notice within such fifteen (15) day period, the Parties and Xxxxxx shall use reasonable best efforts to resolve such a dispute during the thirty (30) day period following Seller’s receipt of the Allocation Dispute Notice from Purchaser. If the Parties and Xxxxxx do not agree upon a final resolution with respect to the Estimated Purchase Price Allocation cannot be resolved by Purchaser and the Selling Stockholder within twenty (20) calendar days after the delivery of the Initial Selling Stockholder’s written objections to the Purchase Price within such fifteen (15) day periodAllocation, then the Estimated Allocation of the Initial Purchase Price specific matters in dispute shall be submitted immediately to an internationally recognized, independent accounting or valuation firm reasonably acceptable to the Parties and Xxxxxx (Arbiter in accordance with the “Allocation Firm”procedures set forth in Section 3.3(b). The Allocation Firm Arbiter shall be requested to render a determination written report as to the resolution of the applicable dispute within fifteen (15) days after referral of and the matter Purchase Price Allocation, as adjusted to the extent necessary to reflect such Allocation Firmresolution, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The determination of the Allocation Firm shall be final and bindingbinding on the parties to this Agreement. The fees, absent manifest error. Any fees payable to costs and expenses of the Allocation Firm Arbiter shall be borne equally by Seller Purchaser and Purchaserthe Sellers in the manner provided in Section 3.3(b). The Estimated Allocation Purchaser and the Sellers agree to file all Tax Returns and otherwise report the results of the Initial transactions contemplated by this Agreement consistent with the Purchase Price accepted by Allocation that has become final and binding on the Parties parties hereto pursuant to this Section 3.5, and Xxxxxx or determined by in the Allocation Firm, as the case may be, shall be the “Final Allocation of the Initial Purchase Price”. The Final Allocation of the Initial event any Taxing Authority disputes such Purchase Price Allocation, the party hereto receiving notice thereof shall be done at arm’s length based upon a good faith determination of fair market valuepromptly notify and consult with the other parties hereto concerning such dispute.