Common use of Purchase Price Allocation Clause in Contracts

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree (i) Seller shall prepare or cause to treat be prepared an allocation schedule (the purchase of “Allocation Schedule”), allocating the Company Interests contemplated by this Agreement Purchase Price (plus any other items that are properly treated as a sale of assets consideration for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax Tax purposes) among the separate classes of Companies’ assets of each in a manner consistent with Section 1060 of the Company Entities consistent Code. Seller shall deliver the Allocation Schedule to Buyer within 120 days after the Closing Date for Buyer’s review and reasonable comments. Within 30 days after receiving such Allocation Schedule, Buyer shall notify Seller in writing if Buyer has any objections to the allocations on the Allocation Schedule and shall specify the basis for any such objections. If Buyer does not notify Seller of any objection to the Allocation Schedule, then it shall be deemed agreed to by Seller and Buyer and the Allocation Schedule shall be final and binding. If Buyer objects to any allocations on the Allocation Schedule, then Seller and Buyer shall negotiate in good faith to resolve any disagreement regarding the Allocation Schedule as soon as practicable (taking into account the due date of any Tax Returns on which the allocation set forth in the Allocation Schedule is required to be reflected) and memorialize the agreed allocation in a final Allocation Schedule, which shall be final and binding. If Buyer and Seller working in good faith are unable to agree on such disputed items on or prior to the 15th day following the date Buyer provides notice to Seller of any objections to the Allocation Schedule, then either Party may refer such dispute to PricewaterhouseCoopers LLP or, if that firm declines to act as provided in this Section 6.6(f), another firm of independent public accountants, mutually acceptable to Buyer and Seller, which firm shall make a final and binding determination as to all matters in dispute on a timely basis and promptly shall notify the Parties in writing of its resolution. Such accounting firm handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. The costs of such review and report shall be borne by Buyer, on the one hand, and the Seller, on the other hand, in proportion to the aggregate dollar amounts of such dispute(s) resolved in favor of the Buyer compared to the aggregate dollar amounts of such dispute(s) resolved in favor of the Seller (as determined by the accounting firm). The final Allocation Schedule shall be revised to take into account subsequent adjustments to the Purchase Price, in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocationthereunder.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement Final Closing Purchase Price (and any assumed liabilities and any other relevant items) as a sale of assets determined for U.S. federal income tax purposesIncome Tax purposes and applicable foreign Income Tax purposes shall be allocated by the Sellers and Buyer among (i) the shares of the U.S. Target Companies, (ii) the assets of the Non-U.S. Target Companies (other than any shares of the Regarded Non-U.S. Subsidiaries) and (iii) the shares of the Regarded Non-U.S. Subsidiaries in accordance with the 42%/58% allocation set forth in Schedule 5.9. No later Prior to the Closing, the Sellers and Buyer shall endeavor in good faith to agree to an allocation of the Final Closing Purchase Price among the shares of the specific U.S. Target Companies, the specific assets of the Non-U.S. Target Companies (other than any shares of the Regarded Non-U.S. Subsidiaries) and the shares of the specific Regarded Non-U.S. Subsidiaries, in accordance with the historic and forecast earnings of such U.S. Target Companies, such specific assets and such Regarded Non-U.S. Subsidiaries (but in no case inconsistent with the overall 42%/58% allocation set forth in Schedule 5.9) (the “Allocation Statement”). If the Sellers and Buyer are unable to agree upon the Allocation Statement within ninety (90) days after following Closing, the Final Settlement DateSellers and Buyer shall jointly retain Deloitte & Touche LLP or, Buyers shall prepare if such firm declines to be retained to resolve the dispute, another nationally recognized, independent accounting firm reasonably acceptable the Sellers and deliver Buyer to Sellers a proposed determine the Allocation Statement (in no case inconsistent with the overall 42%/58% allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriateset forth in Schedule 5.9). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing The fees and expenses of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its shall be borne fifty percent (50%) by the Sellers and fifty percent (50%) by Buyer, and the decision with respect to such remaining disputed items within thirty (30) days after of such firm is retained, which decision shall be final and binding on the PartiesSellers and the Buyer. SellersAny adjustment to the Final Closing Purchase Price, such liabilities or other relevant items shall be allocated to the relevant shares or assets to which they relate, and if such adjustments do not relate to any specific shares or assets, pro rata in accordance with the allocation set forth on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmAllocation Statement. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including Buyer shall apply such allocation for Tax and financial accounting purposes. The Buyers, reporting purposes to the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation extent permitted under applicable Law and shall not take notify each other of any position contrary thereto; provided, however, that nothing contained herein shall be construed so as changes to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made such allocation required by any Governmental Authority based upon or arising out of the Final AllocationAuthority.

Purchase Price Allocation. The Parties agree to treat Purchase Price (along with any other items that are treated as additional consideration for U.S. federal and applicable state and local income Tax purposes (including, for the purchase avoidance of doubt, any liabilities that, for U.S. federal and applicable state and local income Tax purposes, are treated as assumed by Buyer)) shall be allocated among the assets of the Company Interests contemplated by this Agreement as a sale of and its Subsidiaries (and any assets that, for U.S. federal and applicable state and local income tax Tax purposes. No later than ninety (90, are treated as assets purchased by Buyer pursuant to this Agreement) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers in a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities manner consistent with (i) Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision corresponding provisions of statestate or local Tax Law) and (ii) the methodology set forth on Annex B (the “Allocation Methodology” and such allocation, local or foreign Law, as appropriatethe “Allocation”). If Sellers disagree A proposed Allocation shall be prepared by the Joint Holder Representatives and delivered to Buyer within ninety (90) days after the Closing Date. Buyer shall review the draft Allocation and provide any comments with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items respect thereto within thirty (30) days after receipt thereof, and, thereafter, Sellers receiving such draft Allocation (“Buyer Allocation Comments”). The Joint Holder Representatives and Buyers Buyer shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemsdisputes relating to the Allocation; provided, the Parties however, that no position shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision be taken with respect to the Allocation that is inconsistent with the Allocation Methodology. If the Joint Holder Representatives and Buyer fail to resolve any such remaining disputed items disputes within thirty twenty (3020) days after such from the receipt of any Buyer Allocation Comments, they shall promptly thereafter engage an independent accounting firm is retainedof recognized national standing mutually selected by the Joint Holder Representatives and Buyer (the “Accounting Firm”), which decision to resolve any remaining disputes. The determination of the Accounting Firm shall be final final, conclusive and binding on the Partiesparties hereto and their respective Affiliates. SellersAll fees and expenses of the Accounting Firm relating to the work, if any, to be performed by the Accounting Firm hereunder shall be borne equally between Buyer, on the one hand, and Buyersthe Joint Holder Representatives as a Holder Representative Expense, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or Any Allocation determined pursuant to the decision of the Accounting Firm shall incorporate, reflect and be consistent with this Section 2.3 shall be 8.4 and the Allocation Methodology. The Allocation, as prepared by the Joint Holder Representatives if no Buyer Allocation Comments have been provided, as adjusted pursuant to any agreement between the Joint Holder Representatives and Buyer, or as finally determined by the Accounting Firm in accordance with this Section 8.4(b) (the “Final Allocation.” ”), shall be binding on Buyer, the Company, the Joint Holder Representatives and the Sellers absent manifest error and shall, in all events, be consistent with the Allocation Methodology. The Final Allocation shall be binding on adjusted, as necessary, to reflect any subsequent adjustments to the BuyersPurchase Price and any other items that are treated as additional consideration for U.S. federal and applicable state and local Tax purposes. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313 of the Code, each of Buyer, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, prepare and file its Tax Returns (including Internal Revenue Service including, the Company’s IRS Form 85941065 for the taxable year ending on the Closing Date) in all respects and for all purposes a manner consistent with the Final Allocation and and, subject to the following sentence, shall not take any no position contrary thereto; provided, however, thereto or inconsistent therewith. In the event that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made the Final Allocation is disputed by any Governmental Authority based Taxing Authority, the party receiving notice of such dispute shall (i) promptly notify the other party in writing of such notice, (ii) upon or arising out reasonable request of the other party, promptly provide information concerning the progress of the dispute solely to the extent relating to the Final Allocation, (iii) conduct such dispute diligently and defend the Final Allocation in good faith, and (iv) promptly notify the other party in writing of the resolution of such dispute.

Purchase Price Allocation. (i) The Parties agree to treat parties acknowledge that, because the purchase Company is disregarded as separate from the Seller for federal, state and local income Tax purposes, the sale of the Company Membership Interests contemplated by this Agreement to the Buyer will be characterized, for such purposes, as a sale of the assets, subject to the liabilities, of the Company for the Purchase Price. The Purchase Price, liabilities of the Company and other relevant items (including, for example and without limitation, any adjustments or additions to the Purchase Price pursuant to Sections 1.03 or 7.02 of this Agreement) shall be allocated among the Company’s assets for U.S. federal income tax purposesdeemed to have been acquired in accordance with the purchase price allocation schedule attached hereto as Exhibit A (“Purchase Price Allocation Schedule”). No later than ninety Buyer shall revise the Purchase Price Allocation Schedule to reflect (90i) the Final Closing Cash Purchase Price and (ii) any post-Closing payment made pursuant to, or in connection with, this Agreement and notify Sellers’ Representative of such revision within 60 days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties)Closing Cash Purchase Price is finally determined. To the extent that Sellers and Buyers are unable to resolve any disputed itemspermitted by the Code, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm Treasury Regulations thereunder, or other nationally recognized accounting firm mutually agreed upon by applicable Tax law, any adjustments to the Parties in writingPurchase Price shall be allocated, to the extent possible, to the classes of assets that were the subject of the adjustments to the Purchase Price, and shall instruct to the extent that such accounting firm adjustments do not relate to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retainedany specific asset classification, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmallocated to goodwill. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Purchase Price Allocation shall Schedule will be binding on all of the Buyersparties to this Agreement, the Company Entities and the Sellers parties agree to act (and cause their respective Affiliates to act) in accordance with the Purchase Price Allocation Schedule in the preparation, filing and audit of any Tax Return, and not to take (or permit any of their Affiliates for all purposes, including for to take) any Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent position inconsistent with the Final Purchase Price Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationSchedule.

Purchase Price Allocation. The Parties agree to treat Buyer and the purchase Seller acknowledge that the acquisition of the Company Interests contemplated by this Agreement as a sale of assets Purchased Units is properly viewed for U.S. federal income Tax purposes as though the Buyer purchased all of the Company’s assets from the Seller for the Purchase Price plus the amount of any liabilities treated as assumed by the Buyer for income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers The amount of such consideration paid at Closing shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) be allocated among the separate classes of assets of each of the Company Entities consistent based upon the fair market values thereof in accordance with Section 1060 of the Code as set forth in the allocation schedule to be reasonably agreed to by the parties following the Closing. Within 60 days following the Closing Date, Seller will prepare and deliver to Buyer a schedule setting forth the proposed allocation of the consideration (the “Allocation Schedule”). Buyer shall have 30 days from the date of receipt of the Allocation Schedule to review it. If the Buyer notifies Seller during such 30 day period that it disagrees with the proposed Allocation Schedule, then Buyer and the Treasury Regulations promulgated thereunder Seller shall attempt to resolve their disagreement within 30 days following the Buyer’s notification of Seller of such disagreement. If Buyer and the Seller are not able to resolve their disagreement, the dispute shall be submitted to the Firm. The Firm will resolve the disagreement within 30 days after the date on which they are engaged or as soon as possible thereafter. The determination of the Firm shall be binding on the parties. The cost of the services of the Firm will be borne by the party whose calculation of the matter in disagreement differs the most from the calculation as finally determined by the Firm. If each of the party’s calculation differs equally from the calculation as finally determined by the Firm, then such cost will be borne half by the Seller and half by Buyer. Each of the Buyer and the Seller agrees (a) to act in a manner consistent with the Allocation Schedule, as finally determined in accordance with this Section 2(h), in the preparation and the filing of all Tax Returns (including IRS Form 8594), (b) not to voluntarily take any similar position inconsistent therewith in the course of any Tax audit or other proceeding, unless required to do so by applicable Laws (including a “determination” within the meaning of Section 1313(a)(1) of the Code (or any comparable provision of any state, local or foreign Lawlaw)), as appropriate). If Sellers disagree and (c) to provide the other promptly with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable other information reasonably required to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service timely complete IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Buyer and the Seller agree to treat allocate, without duplication, the purchase of Purchase Price (as finally determined hereunder), the Company Interests contemplated Assumed Liabilities (to the extent properly includible in determining the amount realized by this Agreement as a sale of assets the Asset Sellers for U.S. federal income tax purposes), and all other relevant items between the Transferred Equity Interests, by jurisdiction, on the one hand, and the Transferred Assets, on the other hand. No The Seller shall deliver to the Buyer its proposed allocation no later than ninety three (903) days after Business Days prior to the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation Closing (the “Proposed Allocation”) and Seller shall consider in good faith any written comments received from Buyer. No later than ten (10) Business Days after the Final Closing Statement becomes conclusive, the Seller shall deliver to the Buyer a final allocation of the purchase price Purchase Price and the Assumed Liabilities (and all other relevant items) as determined for U.S. federal income tax purposes) of the Closing Date among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code Transferred Assets and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree Transferred Equity Interests in accordance with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers with appropriate adjustments for the Final Closing Statement and any adjustments proposed by the Buyer or the Seller in writing of such disputed items the interim to the extent mutually agreed (with all parties acting in good faith to consider adjustments) (the “Purchase Price Allocation”). If Xxxxxx and Buyer in good faith are unable to resolve any dispute(s) regarding the Purchase Price Allocation within thirty (30) days after receipt thereofthe Buyer provides the Seller with comments, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution issues shall be referred to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon and resolved by the Parties in writingIndependent Accounting Firm, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation Independent Accounting Firm’s determination shall be binding on upon the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposesparties. The Buyers, the Company Entities fees and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out expenses of the Final Allocation.the

Purchase Price Allocation. The In accordance with Revenue Ruling 99-6, 1999-1 C.B. 432, the Parties agree to treat intend that the purchase and sale of the Company Interests contemplated by pursuant to this Agreement as a sale of assets will be treated for U.S. federal income tax purposespurposes (i) with respect to each of the Sellers, as a sale of their partnership interests in ACS and (ii) with respect to Purchaser, as a purchase of the assets and liabilities of the Companies (the “Tax Acquired Assets”). No later than ninety (90) days after Accordingly, the Final Settlement DatePurchase Price, Buyers plus the amount of the Companies’ liabilities included in the amount realized on the sale for federal income Tax purposes, shall be allocated among the Tax Acquired Assets in accordance with Code Section 1060 and other applicable Law. Purchaser shall prepare and deliver to Sellers a proposed an allocation schedule setting forth such allocation (the “Proposed AllocationAllocation Schedule”) within seventy-five (75) days after the Post-Closing Date Adjustment has been finalized. Sellers shall have thirty (30) days to review the Allocation Schedule and notify Purchaser, in writing, of any objections that Sellers may have with respect thereto or otherwise be presumed to agree with such Allocation Schedule. If Sellers’ Representative notifies Purchaser in writing that it disagrees with any aspect of the purchase price (Allocation Schedule, Purchaser and Sellers’ Representative shall work together in good faith to resolve any such disagreement and if, notwithstanding such good faith efforts, Purchaser and Sellers’ Representative are not able to resolve any such disagreement, then Purchaser and Sellers shall refer such disagreement to the Independent Accounting Firm, which firm shall make a final and binding determination as determined for U.S. federal income tax purposes) among to all such matters in dispute relating to the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder Allocation Schedule (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of only such disputed items matters) within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers days. The determination of the Independent Accounting Firm shall cooperate be set forth in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable written statement delivered to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retainedbe final, which decision shall be final conclusive and binding on the Parties, absent fraud or manifest error. Sellers, on the one hand, Each of Purchaser and Buyers, on the other hand, Sellers shall each bear fifty percent (50%) and pay one-half of the fees and other costs of employing such accounting firmcharged by the Independent Accounting Firm in connection therewith. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 Purchaser and Sellers shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for file all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service IRS Form 8594) in all respects and for all purposes a manner consistent with the Final agreed upon or final Allocation Schedule and neither Purchaser nor Sellers’ Representative - 20- CORE/3500185.0007/137145529.15 shall not take any position contrary thereto(whether in Tax Proceedings, on Tax Returns, or otherwise) that is inconsistent with the foregoing intended tax treatment or such Allocation Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service or by court decision; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence litigate before any court, any challenge, proposed deficiency or participate in any litigation or administrative process challenging any determination made adjustment by any Governmental Authority Tax authority based upon or arising out of the Final Allocationsuch allocation.

Purchase Price Allocation. The Parties agree to treat Within forty-five (45) days following the purchase determination of the Company Interests contemplated by this Agreement as a sale final Purchase Price pursuant to Section 3.2, Buyer shall provide the Sellers’ Representative with an allocation of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare Purchase Price among the Assets prepared in accordance with Treasury Regulations Section 1.1060-1 and deliver to Sellers a proposed allocation IRS Form 8594 (the “Proposed Purchase Price Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers The Sellers’ Representative shall notify Buyers in writing of such disputed items the Buyer within thirty (30) days after the receipt thereofof the Purchase Price Allocation if the Sellers’ Representative considers the Purchase Price Allocation to be inconsistent with Treasury Regulations Section 1.1060-1 (and any similar provisions of state, andlocal or foreign law, thereafteras appropriate), Sellers and Buyers the Parties shall cooperate in use good faith for a period of thirty (30) days (or efforts to resolve any such longer period as mutually agreed by the parties)inconsistencies. To the extent that Sellers the Buyer and Buyers are unable to resolve any disputed itemsthe Sellers’ Representative reach mutual and final agreement upon the Purchase Price Allocation, then the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their respective Affiliates shall reportfile, actor cause to be filed, and file all Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Purchase Price Allocation, and no such Person shall take any income Tax position inconsistent with such Purchase Price Allocation; provided, however, that if the Buyer and the Sellers’ Representative do not reach mutual and final agreement upon the Purchase Price Allocation, neither the Buyer nor the Sellers’ Representative nor any of their respective Affiliates shall be bound by the Purchase Price Allocation and shall not take any position contrary theretoeach such Person may file all Tax Returns in accordance with its own allocation; providedprovided further, however, that nothing contained herein shall be construed so as to prevent any Party Person from settling, settling any proposed deficiency or require any Party to commence or participate in any litigation or administrative process challenging any determination made adjustment by any Governmental Authority based upon or arising out of the Final Purchase Price Allocation, and no Person shall be required to litigate any proposed deficiency or adjustment by any Governmental Authority challenging such Purchase Price Allocation.

Purchase Price Allocation. The Parties If the Purchaser elects pursuant to Section 9.8 to make a Section 338(h)(10) Election, the Purchaser and the Seller agree to treat that all amounts properly treated as purchase price for the purchase of the Company Interests contemplated by this Agreement as a sale of assets Purchased Shares for U.S. federal income tax purposespurposes shall be allocated among the Assets of the Acquired Companies in accordance with Section 338 of the Code and the Treasury Regulations thereunder. No later than ninety (90) days after Within four months following the final determination of the Final Settlement DateClosing Working Capital, Buyers the Purchaser shall prepare and deliver to Sellers a proposed the Seller an allocation of the Closing Purchase Price (including, for the avoidance of doubt, Assumed Liabilities) (the “Proposed Purchase Price Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent ). The Purchase Price Allocation shall be prepared in accordance with Section applicable Law, including in accordance with Sections 1060 and 338 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision The Purchase Price Allocation shall be final and binding on all parties unless, within 60 days after delivery thereof to the PartiesSeller, the Seller delivers a written notice to the Purchaser of its objections to the Purchase Price Allocation. Sellers, The Seller and the Purchaser shall use their Reasonable Efforts to resolve any disputed items. If the Seller and the Purchaser cannot come to mutual agreement on the one handPurchase Price Allocation, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 matter shall be resolved in accordance with substantially identical procedures as set forth for the resolution of disputes in Section 2.5(c). If the Seller raises no objection to the Purchase Price Allocation or if all disputed items are resolved, such Purchase Price Allocation (the “Final Allocation.” The Final Allocation Schedule”) shall be binding on all parties for all Tax purposes, and the BuyersPurchaser, the Company Entities Company, and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates Seller shall report, act, and file Tax Returns (including Internal Revenue Service Form including, but not limited to, IRS Forms 8023, 8883, and 8594, as applicable) in all respects and for all purposes consistent with the Final Allocation Schedule. The Purchaser shall prepare and deliver to the Seller from time to time revised copies of such Final Allocation Schedule so as to report any matters on the Final Allocation Schedule that need updating. Neither the Purchaser nor the Seller Group shall, nor shall not they permit their respective Affiliates to, take any position contrary thereto; providedinconsistent with the Final Allocation Schedule on any applicable Tax Return or in any proceeding before any Tax authority. In the event that the Final Allocation Schedule is disputed by any Taxing authority, howeverthe Seller (if any Seller receives notice of such dispute) or the Purchaser (if the Acquired Companies or the Purchaser receives notice of such dispute) will promptly notify the other, that nothing contained herein shall be construed so and the Seller and the Purchaser will consult in good faith as to prevent any Party from settling, or require any Party how to commence or participate resolve such dispute in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationa manner consistent with such allocation.

Purchase Price Allocation. The Parties parties agree that the Purchase Price (along with all other items of consideration for Tax purposes, and including any adjustment to treat the purchase of Purchase Price hereunder) shall be allocated for Federal and state income Tax purposes in accordance with the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”methodology set forth on Schedule 7.6(g) of the purchase price (Disclosure Schedules, which is intended to be in accordance with Code Sections 743, 751, 755, and 1060, as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code applicable, and the Treasury Regulations promulgated thereunder (and any similar provision provisions of state, local or foreign applicable Tax Law, as appropriate). Within sixty (60) days after the Closing Indebtedness Amount, the Closing Transaction Expense Amount, the Closing Cash Amount and the Adjustment Statement are finally determined under Section 3.5, NovaBay shall deliver to the Founders, on behalf of the Sellers, a statement (the “Proposed Tax Allocation Statement”), allocating the final Purchase Price (as determined for federal income Tax purposes) among the assets of DERMAdoctor, which Proposed Tax Allocation Statement shall be consistent with the methodology set forth on Schedule 7.6(g) of the Disclosure Schedules. If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereofthe delivery of the Proposed Tax Allocation Statement, andthe Founders, thereafteron behalf of the Sellers, notify NovaBay in writing that the Sellers object to the allocation set forth in the Proposed Tax Allocation Statement, NovaBay and Buyers the Founders, on behalf of the Sellers, shall cooperate negotiate in good faith for a period to resolve such dispute. If NovaBay and the Founders, on behalf of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers Sellers, are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items dispute within thirty (30) days after NovaBay’s notification of dispute, then the parties shall jointly engage the Accounting Firm to resolve such firm is retaineddispute, which and the decision of the Accounting Firm shall be final final; provided that in resolving such dispute, the Accounting Firm shall apply the methodology set forth on Schedule 7.6(g) of the Disclosure Schedules. The fees and binding expenses of the Accounting Firm pursuant to this Section 7.6(g) shall be paid by the Sellers (based on the Parties. SellersSeller’s Pro Rata Portion), on the one hand, and Buyersby NovaBay, on the other hand, in the same manner as provided in Section 3.5(d)(iv). NovaBay, the Sellers and, if applicable, DERMAdoctor and the Founders shall each bear fifty percent (50%) of file all Tax Returns, including IRS Form 8594, consistent with the costs of employing such accounting firm. The purchase price allocation Tax Allocation Statement as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers7.6. NovaBay, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and Founders shall not take any position contrary thereto; providedfor Tax purposes (whether in audits, however, Tax Returns or otherwise) that nothing contained herein shall be construed is inconsistent with such allocation unless required to do so as to prevent any Party from settling, or require any Party to commence or participate by a final determination defined in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out Section 1313(a) of the Final AllocationCode.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) Within 90 days after the Final Settlement Closing Date, Buyers Buyer shall prepare and deliver to Sellers a provide the Company with an interim proposed allocation schedule (the “Proposed Allocation”"Allocation Schedule") allocating the Purchase Price, plus any assumed liabilities and all other items comprising the "Aggregate Grossed-up Basis" of the purchase price Company's assets (as determined for U.S. federal income tax purposes) "AGUB"), in each case that are apportioned among the separate classes Company's Business and Purchased Assets (the "Section 1060 Allocable Amount"). Such AGUB and Allocation Schedule shall comply with the rules of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder; provided, however, that the parties agree that the fair market value of both the Company's tangible personal property (other than inventory) and any similar provision the Company's other personal property acquired by the Company prior to the Closing Date (other than cash, accounts receivable, prepaid expenses and the Company's investment in Cavion), does not exceed $13,000,000. The Company must either accept or reject the AGUB and the Allocation Schedule within 30 days of state, local or foreign Law, as appropriate)receipt thereof. If Sellers disagree with any items reflected in the Proposed AllocationCompany accepts the AGUB and the Allocation Schedule, then Sellers they shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereofbecome final and binding on the parties hereto. If the Company rejects the AGUB or the Allocation Schedule, and, thereafter, Sellers and Buyers the parties shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable attempt to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items dispute within thirty (30) 15 days after written notice to Buyer of that rejection. Any such firm is retained, which decision resolution shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) all of the costs of employing such accounting firmparties hereto. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 Any unresolved disputes shall be promptly submitted to Ernst & Young LLP or such other independent accounting firm of national reputation as may be mutually acceptable to the “Final Allocation.” The Final Allocation shall be Company and Buyer (the "Independent Accountants") for resolution, with such resolution being final and binding on the Buyers, parties hereto. Buyer and the Company Entities (from the Escrow Fund), will each pay one-half of the fees and expenses of the Independent Accountants. The parties shall cooperate with each other and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) Independent Accountants in all respects and for all purposes consistent connection with the Final Allocation matters contemplated by this Section 1.6(a), including, without limitation, by furnishing such information and shall not take any position contrary thereto; providedaccess to books, howeverrecords (including, that nothing contained herein shall without limitation, accountants work papers), personnel and properties as may be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationreasonably requested.

Purchase Price Allocation. (a) The Parties agree to treat the purchase Buyer shall present a draft of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation Allocation (the “Proposed Allocation”) of in accordance with the purchase price (as determined methodology set forth in Schedule 2.9 to the Sellers’ Representative for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items review within thirty (30) days Business Days of the final determination of the Purchase Price under Section 2.4. Unless Sellers’ Representative notifies the Buyer of an objection as provided in this Section 2.9, at the close of business on the fifteenth (15th) Business Day after receipt thereofdelivery of the Proposed Allocation, and, thereafter, Sellers the Proposed Allocation shall become the Allocation. The Sellers’ Representative shall notify Buyer of any objection to the Proposed Allocation within fifteen (15) Business Days of the delivery of the Proposed Allocation. The Buyer and Buyers the Sellers’ Representative shall cooperate negotiate in good faith and use their commercially reasonable efforts to resolve any differences for a period of thirty ten (3010) days (or Business Days after delivery of such longer period as mutually agreed notice by the parties)Sellers’ Representative. To If the extent that Sellers Buyer and Buyers are unable to resolve any disputed itemsthe Sellers’ Representative reach agreement amending the Proposed Allocation, the Parties Proposed Allocation, as amended by such agreement, shall jointly become binding upon the Buyer and the Sellers’ Representative and shall be the Allocation. If the Buyer and the Sellers’ Representative cannot mutually agree on the appropriate allocation within the ten (10) day time limit set forth in this Section 2.9, then the Buyer and the Sellers’ Representative shall submit any remaining disputed items the Proposed Allocation to the Accounting Firm, solely for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon the purposes of resolving such dispute. The costs of the services of the Accounting Firm shall be borne equally by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. SellersBuyer, on the one hand, and Buyersthe Sellers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the BuyersBuyer, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their respective Affiliates shall report, act, prepare and file all Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation as finally determined pursuant to this Section 2.9 and shall not make any inconsistent statement or adjustment on any Tax Return unless required by applicable Law, or otherwise take any Tax position contrary thereto; providedinconsistent with the Allocation (including in audits), however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out absent a “determination” within the meaning of Section 1313 of the Final AllocationCode to the contrary.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No (a) Not later than ninety (90) days after the Final Settlement Closing Date, Buyers Seller shall prepare and deliver to Sellers a proposed the Buyer an allocation (the “Proposed Allocation”) of the purchase price Purchase Price and Assumed Liabilities (as determined to the extent properly taken into account for U.S. federal income tax purposes) among (i) each Seller with respect to the separate classes of assets of each of Transferred Assets (the Company Entities consistent "Entity Level Allocation Statement"), and (ii) the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provision of state, local or foreign Lawlaw, as appropriate) (the "Asset Level Allocation Statement") and together with the Entity Level Allocation Statement, the “Allocation Statements”). The Asset Level Allocation Statement shall be consistent in all respects with the purchase price amounts indicated on the Entity Level Allocation Statement and applicable assignment agreements, transfer documents and/or any VAT invoice prepared pursuant to Section 7.3. If Sellers disagree the Buyer disagrees with any the Asset Level Allocation Statement, the Buyer will deliver a notice to Seller to such effect, specifying with reasonable explanation those items reflected in the Proposed Allocation, then Sellers as to which Seller disagrees and setting forth Seller's proposed allocation. Seller and Buyer shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate work in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemsdisputes relating to the Asset Level Allocation Statement. If any such disputes are not mutually agreed, any disagreements regarding the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision Asset Level Allocation Statement shall be submitted for final and binding on resolution to a tax partner at an independent accounting firm of nationally recognized standing that is not at the Partiesdate of engagement rendering services to the Buyer, the Company, or any of their respective Affiliates, and has not done so within twelve (12) months prior to the date of engagement or in connection with the transactions contemplated by this Agreement (the "Neutral Accounting Firm") to resolve such disagreements (the "Tax Arbitrator"). SellersThe Tax Arbitrator shall be a tax partner at a Neutral Accounting Firm selected by mutual agreement of the Buyer, on the one hand, and Buyersthe Company, on the other hand; provided that if the Parties are unable to agree on a tax partner at a Neutral Accounting Firm to act as the Tax Arbitrator, each Party shall select a Neutral Accounting Firm and such firms together shall select a tax partner at another Neutral Accounting Firm to act as the Tax Arbitrator. The Tax Arbitrator shall only consider those items as to which Buyer and the Company have disagreed and must resolve the matter in accordance with the terms and provisions of this Section 7.1. Buyer, on the one hand, and the Company, on the other hand, each shall submit to the Tax Arbitrator its proposed determination of fair market value or other item in dispute, together with such appraisals or other information relevant to fair market value and such other evidence relevant to the resolution of other items as it desires to support its proposal. The Tax Arbitrator shall deliver to Buyer and the Company, as promptly as practicable and in any event within ninety (90) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with this Section 7.1. The Tax Arbitrator shall select as a resolution the position of either Buyer or the Company for each bear fifty percent (50%) item of disagreement and may not impose an alternative resolution. The determination of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 Tax Arbitrator shall be the “Final Allocation.” The Final Allocation shall be final and binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.Buyer and77

Purchase Price Allocation. The Parties Purchase Price shall be allocated between the Hospital Seller and the Real Estate Seller as follows: (i) the Cash Purchase Price less an amount equal to any outstanding real estate Taxes owed with respect to the Real Estate shall be allocated to the Hospital Seller and (ii) the Assumed Indebtedness plus an amount in cash equal to the amount necessary to pay any outstanding real estate Taxes owed with respect to the Real Estate shall be allocated to the Real Estate Seller. For tax purposes only, prior to the Closing Date, Sellers and Purchaser shall agree to treat in good faith upon an allocation of the purchase price and other consideration delivered hereunder (including the Assumed Liabilities) among the Purchased Assets in accordance with Section 1060 of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement DateCode and, Buyers in accordance with such allocation, Purchaser shall prepare and deliver to Sellers a proposed allocation copies of Form 8594 and any required exhibits thereto (the “Proposed AllocationAsset Acquisition Statement”). Purchaser shall prepare and deliver to Sellers from time to time revised copies of the Asset Acquisition Statement (the “Revised Statements”) of so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price (as determined for U.S. federal income tax purposesadjustments, if any) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties)upon allocation. To the extent that Sellers disagree with Purchaser’s allocation in the Asset Acquisition Statement or the Revised Statements, Sellers and Buyers are unable Purchaser shall work in good faith to resolve any disputed itemssuch disagreements. If Purchaser and Sellers cannot reach a final resolution of the matter, Purchaser and Sellers will jointly retain an independent financial expert to resolve any remaining disagreements, the Parties cost of which shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon be borne equally by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmparties. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 for the Purchased Assets shall be allocated in accordance with the “Final Allocation.” The Final Allocation Asset Acquisition Statement or, if applicable, the last Revised Statements, provided by Purchaser to Sellers, and all income Tax Returns and reports filed by Purchaser and Sellers shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent prepared consistently with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationsuch allocation.

Purchase Price Allocation. The Parties agree to treat the purchase Within a reasonable period of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days time after the Final Settlement DateClosing, Buyers Buyer shall prepare and deliver to Sellers for their review and consideration a proposed allocation schedule (the “Proposed AllocationAllocation Schedule”) of allocating the purchase price (as determined for U.S. federal income tax purposes) Purchase Price and the Assumed Liabilities among the separate classes various assets comprising the Purchased Assets in accordance with Treasury Regulation 1.1060-1 (or any comparable provisions of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and state or local Tax law) or any similar provision of state, local or foreign Law, as appropriate)successor provision. If Sellers disagree with any items reflected in or raise objections to the Proposed AllocationAllocation Schedule, then Buyer and Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate will negotiate in good faith to resolve such objections. If the Parties are able to agree upon the allocation of the Purchase Price, Buyer and Sellers shall report and file all Tax Returns (including any amended Tax Returns and claims for a period of thirty (30refund) days (or consistent with such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingPurchase Price allocation, and shall instruct such accounting firm take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings). Buyer and Sellers shall file or cause to render its decision be filed any and all forms (including U.S. Internal Revenue Service Form 8594), statements and schedules with respect to such remaining disputed items within thirty (30) days after allocation, including any required amendments to such firm is retained, which decision shall be final and binding on the Partiesforms. Sellers, on the one hand, and BuyersIf, on the other hand, shall each bear fifty percent the Parties are unable mutually to agree upon the manner in which the Purchase Price and the Assumed Liabilities should be allocated within fifteen (50%15) days after receipt by Sellers of the costs Allocation Schedule, then any disputed matters shall be finally and conclusively determined in accordance with Section 1060 of employing the Internal Revenue Code of 1986, as amended (the “Code”) by the New York office of Amper, Politziner & Xxxxxx, or such other accounting firmfirm of national reputation as shall be mutually acceptable to Buyer and Sellers (the “Independent Accountants”). Promptly, but not later than fifteen (15) days after its acceptance of appointment hereunder, the Independent Accountant shall determine only those matters in dispute and shall render a written report as to the disputed matters and the resulting allocation, and such report of the Independent Accountant shall be final, conclusive and binding upon Buyer and Sellers. The purchase price allocation as finally agreed or determined pursuant to fees and disbursements of the Independent Accountants shall be borne solely by Buyer. Notwithstanding any other provisions of this Agreement, the provisions of this Section 2.3 2.4 shall be survive the Closing. As used herein, “Final Allocation.Tax Returns” The Final Allocation shall be binding on the Buyersmeans, the Company Entities collectively, all returns, reports and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns similar statements (including Internal Revenue Service Form 8594elections, declarations, disclosures, schedules, estimates and information returns) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall required to be construed so as supplied to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationrelating to Taxes.

Purchase Price Allocation. The Parties Purchaser, Asset Purchaser, Seller and Agilysys LLC agree that the Purchase Price shall be allocated among the Companies, the Purchased Assets and any others assets transferred pursuant to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”in accordance with Section 8.01(i) of the purchase price (as determined for U.S. federal income tax purposes) Seller Disclosure Letter. Purchaser and Seller agree that the Purchase Price allocable to Agilysys LLC, any assumed liabilities and other relevant items shall be allocated among the separate classes of assets of each of Agilysys LLC that are treated as sold pursuant to this Agreement, in accordance with the Company Entities consistent with rules under Section 1060 of the Code and the Treasury Regulations. Purchaser shall prepare an initial allocation and deliver such allocation to Seller for its review and comment within 60 days after the Closing Date. Such allocation shall be mutually agreed upon between Purchaser and Seller. Purchaser and Seller agree to act in accordance with the computations and allocations as determined pursuant to this Section 8.01(i) 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 any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected and to cooperate in the Proposed Allocationpreparation of any such forms and to file such forms in the manner required by applicable Law. Within 30 days following receipt by Seller of the initial allocation, then Sellers Seller shall notify Buyers in writing deliver written notice to Purchaser of any dispute Seller has with respect to the preparation or content of the allocation. In the event of Seller’s notification of such disputed items within thirty (30) days after receipt thereofa dispute, and, thereafter, Sellers Purchaser and Buyers Seller shall cooperate negotiate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemssuch dispute. If Purchaser and Seller, the Parties shall jointly submit any remaining disputed items for resolution notwithstanding a good faith effort, fail to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision resolve their dispute with respect to such remaining disputed items the allocation within thirty (30) 15 days after such firm is retainedPurchaser advises Seller of its objections, which decision then Purchaser and Seller jointly shall engage the Accounting Firm to resolve their dispute in accordance with the procedures set forth in Section 1.04 whose determination shall be final and binding on upon the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocationparties hereto.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Buyer and the Seller acknowledge that, because the Company (including, for the avoidance of doubt, each subsidiary of the Company) is considered an entity disregarded as separate from the Seller for U.S. federal tax purposes, the Seller will be treated for U.S. federal tax purposes as selling to the Buyer all of the assets owned by the Company (including, for the avoidance of doubt, each subsidiary of the Company). For U.S. federal (and applicable state, local and non-U.S.) tax purposes, the Buyer and the Seller agree to treat that the purchase Closing Purchase Price shall be allocated among the assets of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90and its subsidiaries) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder issued thereunder. No later than ninety (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (3090) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by following the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemsClosing Date, the Parties Seller shall jointly submit any remaining disputed items prepare a proposed allocation schedule (the “Initial Allocation Schedule”) and provide such Initial Allocation Schedule to the Buyer. The Buyer shall have the right, for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retaineddelivery, which decision to review and object to the Initial Allocation Schedule. The Seller and the Buyer shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to the Initial Allocation Schedule. Any disagreements remaining after such thirty-day period shall be resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 9.5 and any determination by the Accountants with respect thereto shall be final and binding on the Parties. SellersSeller and the Buyer absent manifest error (the allocation schedule, on as so agreed upon by the one handparties and as so determined by the Accountants, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm“Allocation Schedule”). The purchase price allocation Allocation Schedule shall be amended to reflect any adjustment, as finally agreed or determined required herein, to the consideration to be paid pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposesAgreement. The Buyersparties shall each report the U.S. federal, state and local and other Tax consequences of the Company Entities purchase and the Sellers and their Affiliates shall report, act, and file Tax Returns sale contemplated hereby (including the filing of Internal Revenue Service Form 8594) in all respects and for all purposes a manner consistent with the Final Allocation Schedule and shall not take any inconsistent position contrary thereto; provided, however, that nothing contained herein shall be construed so as with respect to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made the Allocation Schedule unless otherwise required by any Governmental Authority based upon or arising out of the Final Allocationapplicable Laws.

Purchase Price Allocation. The Parties agree No later than one hundred twenty (120) days after the Closing Date, Buyer shall deliver to treat the purchase of the Company Interests contemplated by this Agreement a schedule (i) allocating the Purchase Price (and any adjustments thereto as a sale of assets determined for U.S. federal income tax purposes. No later than ninety ) between each Seller (90or, in the case of a Seller that is an entity that is treated as disregarded for U.S. federal income tax purposes, such Seller’s regarded owner for U.S. federal income tax purposes), and (ii) days after allocating the Final Settlement Date, Buyers shall prepare Purchase Price (and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (any adjustments thereto as determined for U.S. federal income tax purposes) among the separate classes of Purchased Assets (and if a Purchased Asset is an equity interest in a Purchased Entity that is classified as a disregarded entity for U.S. federal income tax purposes, the assets of each such Purchased Entity) and Assumed Liabilities of such Seller (or such Seller’s regarded owner for U.S. federal income tax purposes), (such schedule, the Company Entities consistent “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and Code, the Treasury Regulations regulations promulgated thereunder (thereunder, and any similar provision of applicable Law. The Parties shall (and shall cause their respective Affiliates to) file all Tax Returns, including Form 8594 (Asset Acquisition Statement under Section 1060 of the Code), in a manner consistent with the Allocation Schedule and shall not take (or permit any of their respective Affiliates to take) any position inconsistent therewith upon examination of any Tax Return, in any Tax refund claim, in any Proceeding related to Taxes, or otherwise unless otherwise required by determination within the meaning of Section 1313(a) of the Code (and comparable provision of state, local local, or foreign Law, as appropriate)non-U.S. Laws) or other binding settlement on audit. If Sellers disagree with any items reflected in taxing authority disputes the Proposed Allocationfinal Allocation Schedule, then Sellers the Party receiving notice of the dispute shall promptly notify Buyers in writing the other Party hereto of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers dispute and Buyers the Parties shall cooperate in good faith for a period in responding to such dispute in order to preserve the effectiveness of thirty (30) days (or such longer period as mutually agreed by the parties). To Allocation Schedule; provided that, subject to the extent that Sellers and Buyers are unable to resolve immediately succeeding proviso, nothing in this Section 2.08 shall impede the ability of any disputed items, of the Parties shall jointly submit or any remaining disputed items for resolution of their respective Affiliates to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by compromise and/or settle any Proceeding relating to the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final AllocationAllocation Schedule.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety Purchaser shall, within forty-five (9045) days after the Final Settlement Closing Date, Buyers shall prepare and deliver to Sellers a proposed allocation schedule (the “Proposed AllocationAllocation Schedule”) of allocating the purchase price (as determined for U.S. federal income tax purposes) Purchase Price and the Assumed Liabilities among the separate classes Assets in accordance with Treas. Reg. 1.1060-1T (or any comparable provisions of assets of each of state or local tax law) or any successor provision. Sellers will have the Company Entities consistent with Section 1060 of right to raise reasonable objections to the Code Allocation Schedule within ten (10) days after their receipt thereof, in which event Purchaser and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Sellers will negotiate in good faith to resolve such objections. If Purchaser and Sellers disagree with any items reflected in cannot mutually resolve Sellers’ reasonable objections to the Proposed Allocation, then Sellers shall notify Buyers in writing Allocation Schedule within ten (10) days after Purchaser’s receipt of such disputed items objections, such dispute shall be presented to an accounting firm to be mutually selected by Purchaser and Sellers on the next day for a decision that shall be rendered by such accounting firm within thirty (30) calendar days after receipt thereof, and, thereafter, Sellers thereafter and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on upon each of the Partiesparties. SellersThe fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Purchaser, on the one hand, and BuyersSellers, on the other hand. Purchaser and Sellers each shall report and file all Tax returns (including amended Tax returns and claims for refund) consistent with the Allocation Schedule, and shall each bear fifty percent take no position contrary thereto or inconsistent therewith (50%including in any audits or examinations by any taxing authority or any other proceedings). Purchaser and Sellers shall cooperate in the filing of any forms (including Form 8594) of with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined Purchase Price, pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the BuyersAgreement. Notwithstanding any other provisions of this Agreement, the Company Entities and foregoing agreement shall survive the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationClosing Date without limitation.

Purchase Price Allocation. The Parties agree Buyer shall prepare an allocation of the Final Purchase Price, as adjusted pursuant to treat Section 2.7 (and all other capitalizable costs, assumed liabilities and other relevant items) for all Tax purposes and for purposes of determining that portion of the purchase Final Purchase Price (as adjusted) allocable for each Affiliated Subsidiary that purchases Subsidiary Equity Interests, among the assets of the Company Interests contemplated by this Agreement as in a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision provisions of state, local or foreign Law, as appropriatelaw). If Sellers disagree For U.S. federal income tax purposes, the right to use the names and marks set forth in Section 4.17(a) of the Disclosure Schedule in connection with any items reflected the Withheld Property as contemplated under Section 6.6(b) shall be treated as a retained interest in the Proposed Allocation, then Sellers such names and marks. Buyer shall notify Buyers in writing of deliver such disputed items purchase price allocation to Seller within thirty ninety (3090) days after receipt thereof, and, thereafter, Sellers of the Closing Date (or as soon as reasonably practicable thereafter and Buyers shall cooperate following finalization of the Closing Statement) and will consider in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemsSeller’s comments, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingif any, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retainedallocation. None of Seller, which decision shall be final and binding on the Parties. SellersBuyer, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their respective Affiliates shall reporttake any Tax position (whether in Tax audits, act, and file Tax Returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law or as necessary for Seller to maintain its qualification as a REIT (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein this sentence shall not limit the ability of Seller, Buyer or their Affiliates to settle any audit, proceeding or claim). Further, the allocation of all adjustments to the Final Purchase Price shall be construed so as to prevent any Party from settling, or require any Party to commence or participate determined by Buyer in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of a manner consistent with the Final Allocationmethodology used in determining the final allocation.

Purchase Price Allocation. The Parties agree to If relevant, the Acquiror and the Sellers shall, and shall cause their respective Affiliates to, consistent with Revenue Ruling 99-6, 1991-1 C.B. 432, treat the sale and purchase of the Company Interests contemplated by this Agreement as a sale of assets Units for U.S. federal income tax purposesand applicable state and local Tax purposes (i) in the case of the Sellers, as a sale of partnership interests and (ii) in the case of the Acquiror, as a purchase of the Company’s assets. No later than If the treatment described in the previous sentence is not relevant, the Acquiror and the Sellers shall, and shall cause their respective Affiliates to, treat the sale and purchase of the Units for U.S. federal income tax and applicable state and local Tax purposes as a sale of interests in a partnership. Within ninety (90) days after following the Final Settlement Closing Date, Buyers the Acquiror shall prepare and deliver to Sellers a proposed the Sellers’ Representative an allocation schedule (the “Proposed Purchase Price Allocation”) in accordance with Section 755 of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Code or Section 1060 of the Code Code, as applicable, and the Treasury Regulations promulgated thereunder thereunder, setting forth in reasonable detail the Acquiror’s determination of the allocation of the consideration paid to the Sellers for the Units among the assets of the Company (and any similar provision assets of state, local or foreign Law, a subsidiary of the Company that is disregarded as appropriatean entity separate from the Company) for all purposes (including Tax and financial accounting purposes). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within The Sellers’ Representative will have thirty (30) days after receipt thereofto review and make any comments on the Purchase Price Allocation. If the Acquiror accepts all comments requested by the Sellers’ Representative, andthe Purchase Price Allocation, thereafteras so revised, shall become final and shall be used by all parties hereto as described below. If the Acquiror does not accept the Sellers’ Representative’s comments, the Acquiror and Sellers’ Representative shall consult and attempt to resolve in good faith each such comment not accepted by Acquiror. If all such comments are resolved, the version of the Purchase Price Allocation incorporating the resolutions to such comments shall become final and shall be used by the parties for the purposes described below. If Acquiror and Sellers’ Representative cannot mutually agree on the appropriate allocations within fifteen (15) days following the Sellers’ Representative’s review period, the Acquiror and the Sellers’ Representative shall utilize their own separate versions of the Purchase Price Allocation for the purposes described below. The Acquiror and the Sellers each further agree to file, and Buyers to cause their respective Affiliates to file, their Income Tax Returns and all other Tax Returns and necessary forms in such a manner as to reflect the allocation of the consideration as determined in accordance with this Section 2.08. In the event that any of the allocations provided on such Purchase Price Allocation are disputed by a Tax Authority, the party receiving notice of such dispute shall use reasonable efforts to notify the other party, and the Acquiror and the Sellers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect responding to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on challenge to preserve the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) effectiveness of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Purchase Price Allocation, each at its own cost and expense.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Sellers and Purchaser agree to treat allocate and, as applicable, to cause their relevant Affiliates to allocate, the purchase of Purchase Price (as finally determined pursuant to Section 3.2) and any other items that are treated as additional consideration for Tax purposes among the Company Interests contemplated by Acquired Assets in accordance with the allocation agreed to pursuant to this Agreement as a sale of assets for U.S. federal income tax purposesSection 7.1. No later than ninety sixty (9060) days after the Final Settlement Datedate on which the Purchase Price is finally determined pursuant to Section 3.2, Buyers Sellers shall prepare and deliver to Sellers Purchaser a proposed allocation (the “Proposed Allocation”) of the purchase price Purchase Price (as finally determined pursuant to Section 3.2) and any other items that are treated as additional consideration for U.S. federal income tax purposes) among the separate classes of assets of each Tax purposes to Purchaser as of the Company Entities Closing Date, determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriatethe “Sellers’ Allocation”). If Sellers disagree Purchaser disagrees with any items reflected in the Proposed Sellers’ Allocation, then Sellers shall notify Buyers in writing of such disputed items Purchaser may, within thirty (30) days after receipt thereofdelivery of Sellers’ Allocation, anddeliver a notice (the “Purchaser’s Allocation Notice”) to Sellers to such effect, thereafterspecifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly delivered, Sellers and Buyers shall cooperate in good faith for a period of thirty Purchaser shall, during the twenty (3020) days (or following such longer period as mutually agreed by delivery, use commercially reasonable efforts to reach agreement on the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution or amounts in order to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by determine the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) allocation of the costs of employing such accounting firm. The purchase price allocation Purchase Price (as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities 3.2) and the Sellers and their Affiliates for all purposes, including any other items that are treated as additional consideration for Tax and financial accounting purposes. The BuyersNotwithstanding the foregoing, in the Company Entities event that Purchaser and Sellers do not agree on an allocation of the Purchase Price among the Acquired Assets, Purchaser and Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not each be entitled to take any reasonable position contrary with respect thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree Purchase Price (including any Assumed Liabilities treated as consideration for the Purchased Assets for Tax purposes shall be allocated among the Purchased Assets and the assets attributable to treat the purchase Mexican Entities (including goodwill) in accordance with the principles set forth on Exhibit C attached hereto (the “Allocation Schedule”). Within one hundred twenty (120) days following the determination of the Company Interests contemplated by this Agreement Closing Net Purchase Price (and the resulting Additional Purchase Price Amount or Purchase Price Reduction Amount, as a sale of assets for U.S. federal income tax purposes. No later than ninety (90applicable) days after the Final Settlement Datepursuant to Section 2.6(c), Buyers Purchaser shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) draft of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities its Form 8594, completed in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of stateAllocation Schedule, local or foreign Law, as appropriate)to Seller. If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers Seller shall notify Buyers in writing of such disputed items within have thirty (30) days after receipt thereof, and, thereafter, Sellers thereafter to review and Buyers shall cooperate in good faith for a period give notice to Purchaser of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision objections with respect to such remaining disputed items within thirty (30) days after form. If Seller raises any such firm is retainedobjections, which decision the parties shall be final exercise good faith efforts to resolve those objections. Seller, Radar Mexican and binding on Purchaser acknowledge that the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) allocation of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be Purchase Price in accordance with in the “Final Allocation.” The Final Allocation Schedule shall be binding on upon the Buyers, the Company Entities and the Sellers and their Affiliates parties for all purposesapplicable federal, including for Tax state, local and financial accounting foreign tax purposes. The BuyersSeller, the Company Entities Radar Mexican and the Sellers Purchaser shall file their respective IRS Forms 8594 and their Affiliates shall reportall federal, act, state and file local Tax Returns (including Internal Revenue Service Form 8594) in all respects accordance with the Allocation Schedule. Seller, Radar Mexican and for all purposes Purchaser covenant to report gain or loss or cost basis, as the case may be, in a manner consistent with the Final Allocation and shall Schedule; (ii) not to voluntarily take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate inconsistent therewith in any litigation proceeding relating to such returns; and (iii) to use commercially reasonable efforts to sustain such allocation in any subsequent Tax audit or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationTax dispute.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement As soon as a sale of assets for U.S. federal income tax purposes. No practicable (but not later than ninety thirty (9030) days days) after the Final Settlement Datedate hereof, Buyers the Purchasers shall prepare and deliver the Purchasers and Parent shall agree to Sellers a proposed an allocation (the “Proposed Allocation”) of the purchase price for the Securities (as determined for U.S. federal income tax purposesincluding a pro rata portion of relevant liabilities) among the separate classes of assets of each of Master LLC (the Company Entities consistent with “Allocation”). The Allocation shall be used by the parties hereto for all relevant income Tax purposes pertaining to the transactions contemplated by this Agreement, including the Purchasers’ adjustments under Section 1060 754 of the Code in respect of its membership interests. If Parent and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected Purchasers cannot agree in good faith on the Proposed proper Allocation, then Sellers Parent and the Purchaser jointly shall notify Buyers in writing of engage a nationally recognized independent accounting or valuation firm mutually acceptable to Parent and the 39 Purchasers (the “Independent Accounting Firm”) to resolve such disputed items within thirty dispute. Within fifteen (3015) days after receipt thereof, and, thereafter, Sellers Parent and Buyers the Purchasers shall cooperate each prepare and submit a written presentation to the Independent Accounting Firm detailing their respective positions as to the remaining items in good faith for a period of thirty dispute. The Independent Accounting Firm shall, within fifteen (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (3015) days after such firm is retainedsubmission, which decision determine and report to Parent and the Purchasers upon such remaining disputed items, and such report shall be final and binding on Parent and the PartiesPurchasers. SellersThe Independent Accounting Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. If the Independent Accounting Firm resolves all disputes presented to it entirely in the manner proposed by Parent or the Purchasers, on as the one handcase may be, the fees and expenses of the Independent Accounting Firm relating to the resolution of such dispute shall be paid by the other party. In all other events, the fees and expenses of the Independent Accounting Firm shall be allocated to the Purchasers in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Purchasers (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, and Buyers, on the other hand, balance shall each bear fifty percent (50%) of the costs of employing such accounting firmbe paid by Parent. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on upon the BuyersPurchasers, the Company Entities Master LLC and the Sellers Parent and none of them (nor any of their Affiliates for all purposesAffiliates) shall file any Tax Return, including for or take a position with a Tax and financial accounting purposes. The Buyersauthority, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent that is inconsistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) 45 days after following the Final Settlement DateClosing, Buyers the Seller shall prepare and deliver to Sellers the Purchaser, for its review and approval, a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined statement allocating, for U.S. federal income tax Tax purposes, the Closing Purchase Price (as increased for U.S. federal income Tax purposes to take into account any Liabilities of the Company) among the separate classes of assets of each the Company, including shares of stock in Subsidiaries (such statement the Company Entities consistent “Closing Allocation Statement”), in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder thereunder. No later than 45 days following the Second Closing, the Seller shall prepare and deliver to the Purchaser, for its review and approval, a statement allocating, for U.S. federal income Tax purposes, the Second Closing Payment (as increased for U.S. federal income Tax purposes to take into account any Liabilities of LiveTV Satellite) among the assets of LiveTV Satellite (such statement the “Second Closing Allocation Statement” and any similar provision together with the Closing Allocation Statement, the “Allocation Statements”), in accordance with Section 1060 of state, local or foreign Law, as appropriate)the Code and the regulations promulgated thereunder. If Sellers disagree with any items reflected in The Purchaser and the Proposed Allocation, then Sellers Seller shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate negotiate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision differences they have with respect to each Allocation Statement during the 60 days immediately following delivery of such remaining disputed items within thirty (30) days Allocation Statement by the Seller. Notwithstanding anything herein to the contrary, if a dispute regarding an Allocation Statement remains after such firm is retainedgood faith negotiation, such dispute shall be referred to the Accounting Firm, which decision shall submit its final determination within 20 days and such determination shall be final final, binding and conclusive on the parties. Any and all costs incurred in connection with such retention of the Accounting Firm shall be equally borne by the Purchaser and the Seller. When an agreement on an Allocation Statement is reached between the Purchaser and the Seller or determined by the Accounting Firm, (a) such Allocation Statement shall be conclusive and binding on upon the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates parties for all purposes, including for and neither the Purchaser nor the Seller shall take any Tax position which is inconsistent with such allocation, (b) the Seller and financial accounting purposes. The Buyersthe Purchaser shall each file an IRS Form 8594 and all U.S. federal, state, local and other Tax Returns required to be filed in accordance with such Allocation Statement and (c) the parties agree to consult, and to cause their respective Affiliates to consult, with one another with respect to any Tax audit, controversy or litigation relating to such Allocation Statement by the IRS or another Tax authority (it being understood that, notwithstanding the foregoing, in the event the IRS challenges any position taken by any party relating to the Allocation Statement, such party may settle or litigate such challenge without the consent of, or liability to, the Company Entities other party). Each Allocation Statement may be revised by the Purchaser and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with Seller to reflect any adjustments to the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, Closing Purchase Price or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationSecond Closing Payment.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety Within sixty (9060) days after the determination of Final Settlement DateWorking Capital, Buyers Acquiror will provide the proposed Purchase Price Allocation to the Member Representative for its review. Member Representative will have twenty (20) Business Days to complete its review and provide any revisions. If the Acquiror does not accept any of Member Representative's revisions, the Acquiror may, within twenty (20) days after receipt of Member Representative's revisions, deliver a notice (an "Objection Notice") to Member Representative setting forth in reasonable detail its objections. If an Objection Notice is not delivered to Member Representative within such twenty (20) day period, then the revisions shall prepare be conclusive and deliver binding upon all parties. If an Objection Notice is delivered to Sellers a proposed allocation Member Representative within such twenty (20) day period, then Acquiror and the “Proposed Allocation”) of Member Representative shall negotiate in good faith to resolve any disagreements as to the purchase price allocation, but if there is no final resolution with respect to any amounts remaining in dispute (as determined for U.S. federal income tax purposesthe "Allocation Disputed Amounts") among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereofMember Representative has received the Objection Notice, andAcquiror and the Member Representative shall jointly retain a mutually acceptable and independent, thereafteraccounting firm of national standing (the "Accounting Firm") to resolve any disagreements relating only to the Disputed Amounts and to determine the purchase price allocation based on Section 755 and 1060 of the Code. If Acquiror and the Member Representative are unable to agree upon an Accounting Firm within ten (10) days, Sellers and Buyers then the Accounting Firm shall cooperate be an accounting firm of national standing designated by the American Arbitration Association in good faith for a period of thirty Chicago, Illinois (30) days (or such longer period as unless another location may be mutually agreed by Acquiror and the partiesMember Representative). To Acquiror and the extent that Sellers Member Representative shall each submit all back-up documentation to the Accounting Firm promptly (and Buyers are unable to resolve in any disputed itemsevent within ten (10) days after the Accounting Firm's engagement), the Parties which documentation shall jointly submit any remaining disputed items include such party's purchase price allocation and information, arguments and support for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision party's position with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.the

Purchase Price Allocation. The Parties agree to treat Purchaser and Seller shall allocate the purchase of Purchase Price and the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) Assumed Liabilities among the separate classes of assets of each of Conveyed Assets and the Company Entities consistent with covenant contained in Section 5.14 in the manner required by Section 1060 of the Code and Code. In making such allocation, the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate fair market values will be agreed to in good faith for a period by Purchaser and Seller within 130 days following the final determination of thirty (30) days (or such longer period as mutually agreed by the parties)Post-Closing Adjustment. To If the extent that Sellers and Buyers parties are unable to resolve any material differences with regard to the allocation of the Purchase Price, then any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to matters will be finally and conclusively determined by an independent “Big Four” certified accounting firm or other nationally recognized accounting independent certified appraisal firm (the “Allocation Arbiter”), which Allocation Arbiter shall be mutually agreed upon by the Parties in writingPurchaser and Seller, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein such agreement shall not be unreasonably withheld, delayed or conditioned. Promptly, but not later than 15 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely upon representations of Purchaser and Seller and not by independent review) only those matters in dispute, and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which report shall be construed so as conclusive and binding upon the parties. Such Allocation Arbiter’s fees and expenses shall be born equally by the parties. Seller will provide to prevent Purchaser copies of Form 8594 and any Party from settlingrequired exhibits thereto, consistent with the allocations of this Section 2.5. The parties agree that, to the extent required, all Tax Returns or require other Tax information they may file or cause to be filed with any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationgovernmental entity shall be prepared and filed consistently with such allocation.

Purchase Price Allocation. The Parties agree to treat the purchase Within ten (10) days of the Company Interests contemplated by this Agreement as a sale determination of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement DatePurchase Price, Buyers the Purchaser shall prepare and deliver to Sellers the Seller a proposed allocation (schedule allocating the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) Final Purchase Price and Assumed Liabilities among the separate classes of assets of each of the Company Entities consistent Transferred Assets and non-competition covenant in accordance with Section 1060 of the Code (the “Allocation Schedule”). The Seller shall have fifteen (15) days from its receipt of the Allocation Schedule to notify the Purchaser, in writing, of detailed explanations for any dispute. If the Seller does not provide such notice to the Purchaser, the Seller shall be deemed to have accepted the Allocation Schedule as delivered by the Purchaser. If the Seller does provide such notice, each of the Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Purchaser and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers Seller shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate negotiate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by to resolve the parties)dispute. To If the extent that Sellers Purchaser and Buyers the Seller are unable to resolve any disputed itemsthe dispute within 30 days following the Purchaser’s receipt of the Seller’s notice, the Parties dispute shall jointly submit any remaining disputed items for resolution to be resolved by an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingfirm, who shall be jointly appointed by, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision whose fees shall be final jointly and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyersequally paid by, the Company Entities Purchaser and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposesSeller. The Buyers, the Company Entities and the Sellers and their Affiliates All parties shall report, act, prepare and file all applicable Tax Returns (returns, including Internal Revenue Service Form 8594) in all respects and for all purposes , consistent with the Final finalized Allocation Schedule. The Seller shall timely and properly prepare, execute, file and deliver all documents, forms and other information the Purchaser may reasonably request to prepare the Allocation Schedule. Neither the Seller nor the Purchaser shall not take any position contrary thereto; provided(whether in audits, however, Tax returns or otherwise) that nothing contained herein shall be construed is inconsistent with the Allocation Schedule unless required to do so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationapplicable Law.

Purchase Price Allocation. The Parties agree to Seller and Purchaser shall, for U.S. federal income Tax purposes (and any applicable U.S. state or U.S. local Tax purposes), treat the purchase of the Company NewCo Equity Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) purchase of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company NewCo Entities. The Purchase Price (as finally determined pursuant to Section 2.10) and any other items that are treated as additional consideration for Tax purposes as of the Closing Date shall be allocated amongst the assets of the NewCo Entities and the Purchased Assets in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. No later than sixty (60) days after the date on which the Purchase Price is finally determined pursuant to Section 2.10, Seller shall deliver to Purchaser a proposed allocation of the Purchase Price (as finally determined pursuant to Section 2.10) and any similar other items that are treated as additional consideration for Tax purposes as of the Closing Date (“Seller’s Allocation”). If Purchaser disagrees with Seller’s Allocation, Purchaser may, within thirty (30) days after delivery of Seller’s Allocation, deliver a written notice (“Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser shall, during the twenty (20) days following such delivery, attempt in good faith to resolve any disputed items or amounts in order to determine the allocation of the Purchase Price (as finally determined pursuant to Section 2.10) and any other items that are treated as additional consideration for Tax purposes. If Seller and Purchaser are unable to agree to an allocation of the Purchase Price, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Purchaser. The allocation, as finalized pursuant to this Section 2.11 (the “Allocation”), shall be final, conclusive and binding on the Parties. Seller and Purchaser shall not, and shall cause their respective Affiliates not to, take any position inconsistent with the Allocation on any relevant Tax Return or in any relevant Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law, as appropriatelaw). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Seller and Purchaser agree to treat allocate and, as applicable, to cause their relevant Affiliates to allocate, the purchase Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets in a manner consistent with Section 1060 of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposesCode and the Treasury Regulations promulgated thereunder. No later than ninety sixty (9060) days after the Final Settlement Datedate on which the Purchase Price is finally determined pursuant to Section 2.9, Buyers Seller shall prepare and deliver to Sellers Purchaser a proposed allocation (the “Proposed Allocation”) of the purchase price Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for U.S. federal income tax purposes) among the separate classes of assets of each Tax purposes as of the Company Entities Closing Date determined in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Seller’s Allocation”). If Purchaser disagrees with Seller’s Allocation, Purchaser may, within thirty (30) days after delivery of Seller’s Allocation, deliver a written notice (the “Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If the Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser 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 similar other items that are treated as additional consideration for Tax purposes. If Seller and Purchaser are unable to reach such agreement, the Parties shall be entitled to use separate allocations of the Purchase Price. The allocation, as prepared by Seller if no Purchaser’s Allocation Notice has been given or as adjusted pursuant to any agreement between Seller and Purchaser, if any (the “Allocation”), shall be conclusive and binding on the Parties hereto. Seller and Purchaser shall not, and shall cause their respective Affiliates not, to, take any position inconsistent with the Allocation (if any) on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat Final Purchase Price plus the purchase aggregate amount of Assumed Liabilities included in the Company Interests contemplated by this Agreement as a sale of assets amount realized for U.S. federal income tax purposespurposes shall be allocated among the Purchased Assets pursuant to this Section 3.4 in accordance with their relative fair market values (which in the case of the Purchased Assets described on Schedule 3.4 are set forth on such Schedule). No later than ninety (90) Within 60 calendar days after the Final Settlement DatePurchase Price is determined, Buyers Buyer shall prepare and deliver to Sellers a proposed allocation statement (the “Proposed AllocationFinal Allocation Statement”) setting forth: (a) the Final Purchase Price plus the aggregate amount of Assumed Liabilities to be included in the purchase price (as determined amount realized for U.S. federal income tax purposespurposes (the “Final Allocable Amount”); (b) the book value as of the Closing Date, as reflected on the Closing Balance Sheet or the books of Alpart, of each Seller’s right, title and interest in (i) the amounts due from Alpart to its partners for funds advanced to Alpart to cover costs of operations, including interest, but excluding depreciation, and (ii) the Kaiser Alpart Loans; (c) the book value as of the Closing Date, as reflected on the books of the applicable Seller, of the KBC Shares, the Kaiser Shares and any other shares of Alpart Farms Common Stock owned by Sellers; and (d) the allocation of the Final Allocable Amount among the separate classes of assets of each Purchased Assets in accordance with their relative fair market values as of the Company Entities consistent Closing Date as reasonably determined by the Buyer, provided that, in accordance with Section 1060 Schedule 3.4, (A) with respect to those Purchased Assets described in the preceding clause (b), their fair market values as of the Code Closing Date shall be their book values as of the Closing Date (as set forth in accordance with the preceding clause (b)) and (B) with respect to the Alpart Pechiney Contract, the Alpart Trafigura Contract and the Treasury Regulations promulgated thereunder Kaiser Contracts other than the Management Agreement, their fair market values as of the Closing Date shall be zero. Sellers shall take such actions as may be reasonable requested by Buyer to assist Buyer in the preparation of the Final Allocation Statement. Within 30 calendar days after their receipt of the Final Allocation Statement, Sellers may deliver to Buyer a written objection to the allocation set forth therein specifying in reasonable detail the nature and basis of such objection (and any similar provision a “Dispute Notice”); provided, however, that Sellers may only object to such allocation to the extent it deviates from the requirements of state, local or foreign Law, as appropriate)this Section 3.4. If Sellers disagree with any items reflected do not deliver a Dispute Notice to Buyer within such time period, then Buyer’s allocation as set forth in the Proposed Allocation, then Sellers Final Allocation Statement shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, be final and binding on Sellers and Buyers Buyer. Sellers and Buyer shall cooperate consult with each other and attempt to resolve in good faith for any objections contained in a period of thirty (30) days (or such longer period as mutually agreed by the parties)Dispute Notice. To the extent that If Sellers and Buyers are unable to Buyer, notwithstanding such good faith efforts, cannot resolve any disputed itemsthe matters contained in a Dispute Notice within 30 calendar days after the Buyer’s receipt of the Dispute Notice, then Buyer and Sellers shall engage, by mutual agreement, one of the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm firms or any other nationally recognized accounting firm mutually agreed upon by (the Parties “Independent Auditor”) to resolve the matters remaining in writingdispute; provided that, the Independent Auditor shall first determine whether Buyer’s allocation as to the matters remaining in dispute is reasonable, and shall instruct if the Independent Auditor determines that such accounting firm to render its decision with respect allocation is reasonable, then Buyer’s allocations set forth in the Final Allocation Statement as to such remaining disputed items within thirty (30) days after such firm is retained, which matters shall be final and binding on Sellers and Buyer. The decision of the Independent Auditor shall be final and binding on the Partiesparties. SellersThe fees and expenses of the Independent Auditor shall be borne equally by Buyer, on the one hand, and BuyersSellers, on the other hand, shall each bear fifty percent (50%) . Each of the costs parties shall report the purchase and sale of employing such accounting firm. The purchase price the Purchased Assets in all Tax Returns in accordance with the allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto3.4; provided, however, that nothing contained herein shall Buyer’s aggregate basis in the Purchased Assets may exceed the total amount allocated in order to reflect the Buyer’s capitalized transaction costs not included in Final Purchase Price or Assumed Liabilities included in the amount realized for U.S. federal income tax purposes, and Sellers’ aggregate amount realized may be construed so as less that the total amount allocated in order to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationreflect its transaction costs.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than Within ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) determination of the purchase price Adjustment Amount, but in no event more than one hundred fifty (as determined 150) days after the Closing, the Sellers shall provide Purchasers with a written allocation of the Purchase Price (including any adjustments thereto pursuant to this Agreement), plus any liabilities deemed assumed for U.S. federal income tax purposes) among Tax purposes (the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate“Purchase Price Allocation Statement”). Sellers may engage a third-party appraisal firm to assist the Sellers in preparing the Purchase Price Allocation Statement. If Sellers Purchasers disagree with Sellers with respect to any items reflected material item 49 in the Proposed AllocationPurchase Price Allocation Statement, then Sellers Purchasers shall notify Buyers Sellers in writing of such disputed items within thirty (30) days after of receipt thereof, and, thereafter, of the Purchase Price Allocation Statement. Purchasers and Sellers and Buyers shall cooperate negotiate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by to resolve the parties)dispute. To the extent that If Purchasers and Sellers and Buyers are unable to resolve any disputed itemsthe dispute within fifteen (15) days following receipt by Sellers of Purchasers’ disagreement, the Parties shall jointly submit any remaining disputed items the dispute for resolution to an independent “Big Four” accounting firm or other nationally by a mutually agreed upon nationally-recognized accounting firm mutually agreed upon by (the Parties in writing“Accounting Firm”), which resolution shall be final, conclusive and binding on the Parties. Purchasers and Sellers shall instruct such accounting firm the Accounting Firm to render its decision with respect prepare and deliver a revised Purchase Price Allocation Statement to such remaining disputed items Purchasers and Sellers within thirty (30) days after of the referral of such firm is retaineddispute to Accounting Firm, which decision taking into account all items not in dispute between Purchasers and Sellers (to be included in the revised Purchase Price Allocation Statement in the amounts agreed by Purchasers and Sellers) and those unresolved items requested by Purchasers and Sellers to be resolved by the Accounting Firm. The Parties will share the expenses of the Accounting Firm equally. Each of Purchasers and Sellers shall (i) timely file with each relevant Governmental Entity all forms and Tax Returns required to be final filed in connection with the allocations set forth in the Purchase Price Allocation Statement, (ii) be bound by such allocations for purposes of determining Taxes, (iii) prepare and binding on the Parties. Sellers, on the one handfile, and Buyerscause their respective Affiliates to prepare and file, their Tax Returns on the other hand, shall each bear fifty percent (50%) of the costs of employing a basis consistent with such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, actallocations, and file Tax Returns (including Internal Revenue Service Form 8594iv) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary theretoposition, or cause their respective Affiliates to take any position, inconsistent with such allocations on any Tax Return, in any audit or proceeding before any Governmental Entity or in any report made for Tax purposes; provided, however, that nothing contained herein that, notwithstanding anything in this Section 5.14(j) to the contrary, the Parties shall be construed permitted to take a position inconsistent with that set forth in the Purchase Price Allocation Statement if required to do so as to prevent any Party from settlingby a final and non-appealable decision, judgment, decree or require any Party to commence or participate in any litigation or administrative process challenging any determination made other order by any Governmental Authority based upon or arising out court of the Final Allocationcompetent jurisdiction.

Purchase Price Allocation. The Parties agree to treat the purchase Purchase Price and any other items, including liabilities of the Company Interests contemplated by this Agreement that are treated as a sale of assets purchase price for U.S. federal income tax purposes. No later than ninety Tax purposes (90) days after the Final Settlement Datecollectively, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed AllocationAllocable Purchase Price”) of the purchase price (as determined for U.S. federal income tax purposes) shall be allocated between and among the separate classes of assets of each of the Company Entities consistent as of the Closing Date in accordance with Section 1060 of the Code Code. Within one hundred and twenty (120) days following to the Treasury Regulations promulgated thereunder Closing Date, the Seller shall deliver to the Purchaser a properly completed allocation of the Allocable Purchase Price among the assets of the Company held as of the Closing Date (and any similar provision of state, local or foreign Law, as appropriatethe “Allocation Schedule”). If Sellers disagree with any items reflected in The Allocation Schedule shall be deemed final unless the Proposed Allocation, then Sellers shall notify Buyers Purchaser notifies the Seller in writing of such disputed items any disagreement with the Allocation Schedule within thirty (30) days after following receipt thereof, and, thereafter, Sellers of such schedule. The Seller and Buyers the Purchaser shall cooperate reasonably and in good faith for a period in order to reach agreement as to the allocation of thirty (30) days (or such longer period as mutually agreed by the parties)Allocable Purchase Price. To If the extent that Sellers Purchaser and Buyers the Seller are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items agree within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs receipt by the Seller of employing such written notice, the parties shall retain a nationally recognized accounting firm. The purchase price or valuation firm to which the Parties agree (the “Independent Accountants”) to resolve their dispute (the Allocation Schedule (if Purchaser does not notify the Seller of any disagreement) or the finally determined allocation as schedule (if Purchaser does notify the Seller of one or more disagreements and agreement is reached between the Parties or finally agreed or determined pursuant to this Section 2.3 shall be by the Independent Accountants), the “Final Allocation.” The Final Allocation Schedule”). Any cost of the Independent Accountants shall be binding on shared equally by the Buyers, the Company Entities Seller and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposesPurchaser. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file applicable Tax Returns (including Internal Revenue Service Form 8594) shall be prepared in all respects and for all purposes a manner consistent with the Final Allocation Schedule to the extent permitted by applicable Law. The Purchaser and the Seller, as applicable, shall not take give prompt notice to the Seller or the Purchaser, as applicable, the commencement of any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent Tax audit or the assertion of any Party from settling, proposed deficiency or require any Party to commence or participate in any litigation or administrative process challenging any determination made adjustment by any Governmental Authority based upon or arising out of Entity that challenges the allocation reflected on the Final AllocationAllocation Schedule.

Purchase Price Allocation. The Parties agree to treat Purchaser and Seller shall allocate the purchase Purchase Price and the Assumed Liabilities in the manner required by Section 1060 of the Company Interests contemplated Code. In making such allocation, the fair market values will be agreed to in good faith by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety Purchaser and Seller within forty-five (9045) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)date hereof. If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers parties are unable to resolve any material differences with regard to the allocation of the Purchase Price, then any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to matters will be finally and conclusively determined by an independent “Big Four” certified accounting firm or other nationally recognized accounting independent certified appraisal firm (the "Allocation Arbiter"), which Allocation Arbiter shall be mutually agreed upon by the Parties in writingPurchaser and Seller, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein such agreement shall not be unreasonably withheld or delayed. Promptly, but not later than fifteen (15) days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely upon representations of Purchaser and Seller and not by independent review) only those matters in dispute, and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which report shall be construed so as conclusive and binding upon the parties. Such Allocation Arbiter's fees and expenses shall be born equally by the parties. Seller will provide to prevent Purchaser copies of Form 8594 and any Party from settlingrequired exhibits thereto, consistent with the allocations of this Section 2.5. The parties agree that, to the extent required, all Tax Returns or require other Tax information they may file or cause to be filed with any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationgovernmental entity shall be prepared and filed consistently with such allocation.

Purchase Price Allocation. The Parties acknowledge and agree to treat that the purchase of the Company Interests contemplated by this Agreement as a sale of assets Transaction will be fully taxable for U.S. federal income tax purposes. No later than At least twenty (20) days prior to the Closing Date, Buyer and the Sellers will agree in writing with respect to the preliminary allocation of the Purchase Price to be paid pursuant to Article 3 among the Sellers and their Subsidiaries based on the fair market value of the Acquired Assets to be transferred by each of them. Within ninety (90) days after the Final Settlement Closing Date, Buyers Buyer shall prepare and deliver to the Sellers a proposed an allocation (the “Proposed Allocation”) of the purchase price Purchase Price to be paid pursuant to the terms of Article 3 (as determined including any Assumed Liabilities (and, if the MITA Closing occurs, the liabilities of PEF) to the extent properly taken into account for U.S. federal income tax purposes) among the separate classes of Acquired Assets (and, if the MITA Closing occurs, the assets of each of PEF) and the Company Entities consistent covenants set forth in Article 10 in accordance with Section 1060 of the Code (the “Allocation”). Buyer and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall will cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed thereafter to reach an agreement with respect to the Allocation. Any disputes regarding the Allocation shall be resolved by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other a nationally recognized accounting firm mutually acceptable to Buyer and the Sellers, the costs of which shall be borne equally by Buyer on one hand and the Sellers on the other. The Allocation shall be adjusted to reflect any adjustments to the Purchase Price. The Allocation as agreed upon to by the Parties in writing, and shall instruct or as finally determined by such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation referred to as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities Buyer and the Sellers agree to report and to cause each of their respective Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, to report the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) transactions contemplated in all respects and for all purposes this Agreement in a manner consistent with the Final Allocation for all Tax purposes, and shall not none of them will take any position contrary thereto; providedor cause their respective Affiliates to take any position inconsistent therewith in any Tax Return, however, that nothing contained herein shall be construed so as to prevent in any Party from settlinglitigation, or require otherwise, unless otherwise required by applicable Law. Buyer and the Sellers shall promptly notify the other parties in writing upon receipt of notice of any Party to commence pending or participate in any litigation threatened Tax audit or administrative process assessment challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree Buyer shall prepare and deliver to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than Seller, within ninety (90) days after determination of the Final Settlement DatePurchase Price, Buyers shall prepare and deliver to Sellers a proposed an allocation (the “Proposed Allocation”) of the purchase price (Purchase Price, as determined for Tax purposes, including any Liabilities considered assumed by the Buyer for Tax purposes, among the assets of the Company for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent Tax purposes in accordance with Section 1060 of the Code and Code, the Treasury Regulations promulgated thereunder and the methodology set forth on Exhibit D (and any similar provision of state, local or foreign Law, as appropriatethe “Purchase Price Allocation”). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers The Purchase Price Allocation shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be become final and binding on the PartiesParties hereto twenty (20) days after the Buyer provides such schedule to the Seller, unless the Seller notifies the Buyer in writing that it objects to the allocation set forth in the Purchase Price Allocation. SellersThe Buyer and the Seller shall use commercially reasonable efforts to resolve such dispute within fifteen (15) days. In the event the Seller and the Buyer reach a resolution within such time, on the one handSeller and the Buyer (and any of their applicable respective Affiliates) shall report consistently with the Purchase Price Allocation in all Tax Returns, including IRS Form 8594, and Buyersneither the Seller nor the Buyer (nor any of their applicable respective Affiliates) shall take any position in any Tax Return that is inconsistent with the Purchase Price Allocation, on the other handas agreed, shall in each bear fifty percent (50%case unless required to do so by a final determination as defined in Section 1313(a) of the costs of employing such accounting firmCode. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be In the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; providedevent, however, that nothing contained herein the Buyer and the Seller are unable to resolve such dispute within fifteen (15) days, each Party shall be construed so as permitted to prevent any Party from settlingfile its Tax Return, or require any Party to commence or participate including IRS Form 8594, in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationa manner it determines in its sole discretion.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement As soon as a sale of assets for U.S. federal income tax purposes. No practicable (but not later than ninety thirty (9030) days days) after the Final Settlement Datedate hereof, Buyers the Purchasers shall prepare and deliver the Purchasers and Parent shall agree to Sellers a proposed an allocation (the “Proposed Allocation”) of the purchase price for the Securities (as determined for U.S. federal income tax purposesincluding a pro rata portion of relevant liabilities) among the separate classes of assets of each of Master LLC (the Company Entities consistent with “Allocation”). The Allocation shall be used by the parties hereto for all relevant income Tax purposes pertaining to the transactions contemplated by this Agreement, including the Purchasers’ adjustments under Section 1060 754 of the Code in respect of its membership interests. If Parent and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected Purchasers cannot agree in good faith on the Proposed proper Allocation, then Sellers Parent and the Purchaser jointly shall notify Buyers in writing of engage a nationally recognized independent accounting or valuation firm mutually acceptable to Parent and the Purchasers (the “Independent Accounting Firm”) to resolve such disputed items within thirty dispute. Within fifteen (3015) days after receipt thereof, and, thereafter, Sellers Parent and Buyers the Purchasers shall cooperate each prepare and submit a written presentation to the Independent Accounting Firm detailing their respective positions as to the remaining items in good faith for a period of thirty dispute. The Independent Accounting Firm shall, within fifteen (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (3015) days after such firm is retainedsubmission, which decision determine and report to Parent and the Purchasers upon such remaining disputed items, and such report shall be final and binding on Parent and the PartiesPurchasers. SellersThe Independent Accounting Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. If the Independent Accounting Firm resolves all disputes presented to it entirely in the manner proposed by Parent or the Purchasers, on as the one handcase may be, the fees and expenses of the Independent Accounting Firm relating to the resolution of such dispute shall be paid by the other party. In all other events, the fees and expenses of the Independent Accounting Firm shall be allocated to the Purchasers in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by the Purchasers (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, and Buyers, on the other hand, balance shall each bear fifty percent (50%) of the costs of employing such accounting firmbe paid by Parent. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on upon the BuyersPurchasers, the Company Entities Master LLC and the Sellers Parent and none of them (nor any of their Affiliates for all purposesAffiliates) shall file any Tax Return, including for or take a position with a Tax and financial accounting purposes. The Buyersauthority, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent that is inconsistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree (a) Buyer shall have a period of 30 days from the date hereof (the “Allocation Percentage Response Period”) to treat present in writing to Parent notice of any objections Buyer may have to the purchase allocation by percentage of the Company Final Closing Purchase Price among the Equity Interests contemplated proposed by this Agreement as Parent on Exhibit 2.9 (such proposal, the “Proposed Allocation Percentages” and such notice an “Allocation Percentage Objections Notice”). Unless Buyer timely objects, such Proposed Allocation Percentages shall be binding on the Parties without further adjustment, absent manifest error. If Buyer delivers an Allocation Percentage Objections Notice within the Allocation Percentage Response Period, Buyer and Parent shall negotiate in good faith and use all reasonable best efforts to resolve such dispute. If Parent and Buyer are unable to reach a sale of assets for U.S. federal income tax purposes. No later than ninety (90) resolution within 30 days after the Final Settlement Datereceipt by Parent of Buyer’s Allocation Percentage Objections Notice, Buyers Parent and Buyer shall prepare and deliver to Sellers a proposed allocation (submit the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected remaining in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items dispute for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and Independent Accountant. The Independent Accountant shall instruct such accounting firm to render its decision with respect to such remaining disputed items resolve the dispute within thirty (30) 30 days after such firm is retained, which decision the item has been referred to it and the determination of the Independent Accountant shall be final and binding on the PartiesParties (the allocation reflecting such final determination(s), the “Allocation Percentage Schedule”). SellersNotwithstanding anything to the contrary in the foregoing, on the one handParties agree that the allocation percentage to SWM Holdco Luxembourg S.a.R.L. and SWM Holdings US, LLC shall be no less than 19.75% and Buyers51%, on the other handrespectively. The costs, shall each bear fifty percent (50%) fees and expenses of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 Independent Accountant shall be the “Final Allocationborne equally by Xxxxx and Parent.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Seller and Buyer agree to treat allocate the purchase Purchase Price and any other items of the Company Interests contemplated by this Agreement as a sale of assets consideration for U.S. federal income tax purposesTax purposes in accordance with Exhibit E (the “Allocation Principles”). No later than ninety Within sixty (9060) days after the Final Settlement Datedetermination of the Net Working Capital is agreed to or determined in accordance with Section 2.6, Buyers Seller shall prepare and deliver to Sellers a proposed the Buyer an allocation of the Purchase Price and any other items of consideration for federal income Tax purposes, which shall be allocated among the Purchased IP, the stock of the Corporate Subsidiaries, the assets of the Companies (other than the Corporate Subsidiaries), (taking into account any adjustments for Tax purposes pursuant to Section 2.6 (the “Proposed Allocation”) of ), and thereafter, Buyer and Seller will act in good faith and reasonably cooperate with each other to agree on the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Allocation. If Sellers disagree with any items reflected in Buyer and Seller cannot agree on the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items Allocation within thirty (30) days after receipt thereofof the delivery of the Allocation to Seller, and, thereafter, Sellers Buyer and Buyers shall cooperate Seller will resolve the dispute in good faith for a period of thirty (30) days (or such longer period as mutually agreed accordance with the dispute resolution procedures contained in Section 2.6(b). Any Allocation determined by the parties)Accounting Firm shall incorporate, reflect and be consistent with the Allocation Principles. To The cost of the extent that Sellers Accounting Firm shall be borne equally by Seller and Buyers are unable Buyer. Buyer and Seller agree (a) to resolve file, and to cause their respective Affiliates to file, all Tax Returns in a manner consistent with the Allocation agreed to by Buyer and Seller or, if applicable, determined pursuant to the dispute resolution procedures contained in Section 2.6(b) and not to take (and to cause their respective Affiliates not to take) any disputed itemsposition inconsistent therewith in any Tax Return, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm audit, examination, claim, adjustment, litigation or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision Proceeding with respect to such remaining disputed items within thirty (30) days after such firm is retainedTaxes, which decision shall be final and binding on unless required to do so by applicable Law or with prior written consent of the Parties. Sellers, on the one handother Party, and Buyers, on (b) that the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyersfurther revised, the Company Entities as necessary and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes a manner consistent with the Final Allocation Allocation, to reflect any adjustment to the Purchase Price pursuant to Section 5.6(i) or otherwise that is not reflected in the Allocation. In the event any Taxing Authority disputes such Allocation, the Party receiving notice thereof shall promptly notify and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any consult with the other Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationconcerning such dispute.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety Purchaser shall, within one hundred and twenty (90120) days after the Final Settlement Closing Date, Buyers shall prepare and deliver to Sellers a proposed allocation schedule (the “Proposed Allocation”"Allocation Schedule") of allocating the purchase price (as determined for U.S. federal income tax purposes) Purchase Price and the Assumed Liabilities among the separate classes Purchased Assets in accordance with Treas. Reg. 1.1060-1 (or any comparable provisions of assets of each of state or local tax law) or any successor provision. Sellers will have the Company Entities consistent with Section 1060 of right to raise reasonable objections to the Code Allocation Schedule within ten (10) days after their receipt thereof, in which event Purchaser and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Sellers will negotiate in good faith to resolve such objections. If Purchaser and Sellers disagree with any items reflected in cannot mutually resolve Sellers' reasonable objections to the Proposed Allocation, then Sellers shall notify Buyers in writing Allocation Schedule within twenty (20) days after Purchaser's receipt of such disputed items objections, such dispute shall be presented to an accounting firm to be mutually selected by Purchaser and Sellers on the next day for a decision that shall be rendered by such accounting firm within thirty (30) calendar days after receipt thereof, and, thereafter, Sellers thereafter and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on upon each of the Partiesparties. SellersThe fees, costs and expenses incurred in connection therewith shall be shared in equal amounts by Purchaser, on the one hand, and BuyersSellers, on the other hand. Purchaser and Sellers each shall report and file all Tax returns (including amended Tax returns and claims for refund) consistent with the Allocation Schedule, and shall each bear fifty percent take no position with respect to Taxes contrary thereto or inconsistent therewith (50%including in any audits or examinations by any taxing authority or any other proceedings) with respect to the transactions contemplated by this Agreement. Purchaser and Sellers shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined Purchase Price, pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the BuyersAgreement. Notwithstanding any other provisions of this Agreement, the Company Entities and foregoing agreement shall survive the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationClosing without limitation.

Purchase Price Allocation. The Parties Sellers and Purchaser agree that an election under Section 754 of the Code (and any analogous state or local provision) (the “Section 754 Election”) shall be made for the Company (and any subsidiary of the Company that is classified as a partnership for U.S. federal tax purposes) if such election is not already in effect for the Company’s taxable year (or the taxable year of any subsidiary of the Company that is classified as a partnership for U.S. federal tax purposes) that includes the Closing Date and that the Company’s Tax Returns (and the Tax Returns of any subsidiary of the Company that is classified as a partnership for U.S. federal tax purposes) shall be prepared in a manner consistent with such election. For purposes of determining (a) the adjustments to treat tax basis of the Company’s assets under Section 743(b) of the Code resulting from the Section 754 Election and (b) the portion of the gain or loss recognized by the Sellers upon the sale and purchase of the Company Interests contemplated by Units pursuant to this Agreement that is attributable to the Company’s “unrealized receivables” and “inventory items” (as a sale such terms are defined in Section 751 of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Code), Purchaser, the Sellers and the Representative agree that the Final Settlement Date, Buyers shall prepare and deliver Closing Date Purchase Price (excluding any amounts attributable to Sellers a proposed allocation (the “Proposed Allocation”) acquisition of the purchase price (as determined for U.S. federal income tax purposes) among Acquired Shares, but plus other relevant items required under the separate classes Code, including Purchaser’s share of assets of each the liabilities of the Company Entities consistent as determined under Section 752 of the Code) will be allocated among the Company’s assets in accordance with Section 1060 755 of the Code and the Treasury Regulations promulgated regulations thereunder and consistent with this Section 9.1. The Representative will deliver its calculation of such allocation to Purchaser within 60 days after the final determination of the Final Closing Date Purchase Price (and any similar provision of state, local or foreign Law, as appropriatethe “Allocation”). If Sellers disagree with any items reflected in In the Proposed event that Purchaser objects to the Allocation, then Sellers Purchaser shall notify Buyers in writing the Representative of such disputed items its objection to the Allocation within thirty (30) 30 days after of the receipt thereof, and, thereafter, Sellers of the Allocation and Buyers shall cooperate the Parties will endeavor in good faith for over the next 15 days to resolve such dispute. If the Parties are unable to resolve such dispute within such 15-day period, the Parties shall submit the dispute to the Tax Referee, which will promptly determine those matters in dispute (based on written presentations from the parties and not based on its independent review) and will render a period of thirty written report as to the disputed matters (30) days (or the matters determined by such longer period as mutually Tax Referee, together with those matters that were agreed by the parties, the “Agreed Allocation”). To The costs and expenses of the extent that Sellers Tax Referee will be split evenly by Purchaser and Buyers are unable to resolve any disputed itemsthe Representative (on behalf of the Sellers). Purchaser, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the BuyersFairway Group Companies, the Company Entities Blockers and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and Representative will file any Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes any other governmental filings on a basis consistent with such allocation of fair market value. Neither Purchaser nor the Final Allocation and shall not Representative nor any of their respective Affiliates will take any position contrary thereto; provided(whether in Tax audits, however, that nothing contained herein shall be construed so as to prevent any Party from settlingTax Returns, or require any Party other Tax positions) that is inconsistent with such allocation unless required to commence or participate in any litigation or administrative process challenging any determination made do so by any Governmental Authority based upon or arising out of the Final Allocationapplicable Law.

Purchase Price Allocation. The Parties agree As soon as reasonably practical after the Closing, the Buyer shall provide to treat the purchase Seller the allocation of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare Purchase Price and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (any adjustments thereto as determined for U.S. federal income tax purposesTax purposes (i) between the Interests and the Purchased Assets (excluding the Interests), (ii) among the separate classes of assets of each of Interests, and (iii) among the Company Entities Purchased Assets (excluding the Interests) consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (collectively, the “Purchase Price Allocation”) for the Seller’s review and any similar provision of state, local or foreign Law, as appropriate)consent. If Sellers disagree the Seller disagrees with any items reflected in the Proposed Purchase Price Allocation, then Sellers shall notify Buyers in writing of such disputed items the Seller may, within thirty (30) 15 days after receipt thereofof the Purchase Price Allocation, and, thereafter, Sellers deliver a notice of such disagreement to the Buyer. The Buyer and Buyers the Seller shall cooperate in good faith for a period of thirty (30) days (or use commercially reasonable efforts to resolve any such longer period as mutually agreed by dispute. In the parties). To the extent event that Sellers Buyer and Buyers Seller are unable to resolve such dispute within 20 days, the disputed items shall be resolved by KPMG if KPMG is able to take the engagement or another nationally recognized accounting firm agreed to in writing by Buyer and Seller (the “Accounting Referee”) and any determination by the Accounting Referee shall be final. The Accounting Referee shall resolve any disputed items based solely on the information submitted by the parties, and shall endeavor to do so within twenty days of having the item referred to it pursuant to such procedures as it may require. Upon resolution of the disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Purchase Price Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposesadjusted to reflect such resolution. The Buyerscosts, fees and expenses of the Company Entities Independent Accountant shall be borne equally by Buyer and the Sellers Seller. The parties hereto and their Affiliates shall reportreport the federal, act, state and file local income and other Tax Returns (including Internal Revenue Service Form 8594) consequences of the purchase and sale contemplated hereby in all respects and for all purposes a manner consistent with the Final Purchase Price Allocation and shall not take any position contrary thereto; providedinconsistent therewith in any Return, howeverexamination of any Return, that nothing contained herein shall be construed so as to prevent in any Party from settlingTax refund claim, or require any Party to commence or participate in any litigation or administrative process challenging any determination made other proceeding with respect to Taxes, or otherwise, unless required by any Governmental Authority based upon or arising out of the Final Allocationapplicable Law.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. (a) No later than ninety ten (9010) days after Business Days prior to the Final Settlement Closing Date, Buyers shall prepare Seller Parent will allocate the Purchase Price (along with the Assumed Liabilities and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (any other amounts treated as determined consideration for U.S. federal Federal income tax Tax purposes) among the separate classes of assets of each Interests, the Transferred Proprietary Rights (including the Mexican Transferred Proprietary Rights) and the Shares (the “Preliminary Allocation”); provided, however, the Parties agree that in no event shall more than $25,000,000 be allocated among the Shares and the Mexican Transferred Proprietary Rights and the Seller Note will not include any amounts allocated to the Shares and the Mexican Transferred Proprietary Rights . If Purchaser disagrees with the Preliminary Allocation provided by Seller Parent, Purchaser and Seller Parent shall jointly revise the Preliminary Allocation in a manner reasonably acceptable to both parties. If Purchaser and Seller Parent are unable to agree on the portion of the Company Entities consistent Purchase Price to be allocated to the Mexican Transferred Proprietary Rights, then the disputed items shall be resolved by the Accounting Arbitrator in accordance with the procedures set forth in Section 1060 of 2.5(c)(iii), whose determination shall be final and binding on the Code parties; provided, however, that in no event will more than $25,000,000 be allocated among the Shares and the Treasury Regulations promulgated thereunder (Mexican Transferred Proprietary Rights or will the Seller Note include any amounts allocated to the Shares and any similar provision of state, local or foreign Law, as appropriatethe Mexican Transferred Proprietary Rights pursuant to this Section 2.6(a). If Sellers disagree with any items reflected in The Accounting Arbitrator shall use reasonable efforts to resolve the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items dispute within thirty (30) days after receipt thereofthe item has been referred to it. The costs, and, thereafter, Sellers fees and Buyers expenses of the Accounting Arbitrator shall cooperate be borne in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the partiesmanner described in Section 2.5(c)(iii). To the extent that Sellers and Buyers are unable to resolve The Preliminary Allocation (including any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30revisions thereto) days after such firm is retained, which decision shall will be final and binding on upon the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) parties solely for purposes of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this any payments contemplated by Section 2.3 shall be the “Final Allocation2.5(c)(iii).” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat Not later than 120 days after the purchase Closing Date, the Buyer shall provide the Seller with a draft allocation of the Company Interests contemplated by this Agreement Purchase Price (together with any liabilities treated as a sale of assets assumed, and other items properly treated as purchase price, for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax Tax purposes) among the separate classes of assets of each of Purchased Assets acquired by the Company Entities consistent Buyer hereunder (the “Initial Allocation”), which shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)thereunder. If Sellers disagree with the Seller does not provide any items reflected written comments to the Buyer’s proposed Initial Allocation in writing within 30 days after delivery of the Proposed Initial Allocation, then Sellers the Initial Allocation proposed by the Buyer shall notify Buyers in writing of be deemed to be agreed to by the Seller. If the Seller provides written comments to the Initial Allocation within such disputed items within thirty (30) days after receipt thereof30 days, and, thereafter, Sellers the Seller and Buyers the Buyer shall cooperate negotiate in good faith for a period and shall use their commercially reasonable efforts to agree upon the allocation of thirty (30) days (or such longer period as mutually agreed the Purchase Price. Any dispute that cannot be resolved through negotiations between the Seller and the Buyer shall be resolved by the partiesIndependent Accounting Firm in a manner consistent with Section 2.8(a). To The allocation of the extent that Sellers and Buyers are unable to resolve any disputed items, Purchase Price among the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon Purchased Assets acquired by the Parties in writingBuyer hereunder, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed to by the Buyer and the Seller or as otherwise determined pursuant to this Section 2.3 2.10, shall be referred to as the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities Seller and the Sellers Buyer and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, each of the Company Entities Buyer and the Sellers and their Affiliates Seller shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) report the transactions contemplated hereby in all respects and for all purposes manner consistent with the such Final Allocation for U.S. federal income tax purposes and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as inconsistent therewith on any U.S. federal income tax Return or before any taxing authority with respect to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made U.S. federal income taxes unless otherwise required by any Governmental Authority based upon or arising out of the Final Allocation.applicable Law. 20

Purchase Price Allocation. The Parties agree to treat Consistent with the purchase Agreed Tax Treatment and the principles of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision provisions of state, local local, or foreign non-U.S. Tax Law, as appropriate). If Sellers disagree , the Aggregate Closing Cash Consideration Amount, together with any items reflected other amounts treated as consideration for U.S. federal Income Tax purposes, shall be allocated among the assets of the Company attributable to the Company Interests for Tax purposes in accordance with the Proposed methodology set forth on Exhibit D (the “Allocation, then Sellers ”). Buyer shall notify Buyers prepare a statement setting forth a proposed final allocation in writing of such disputed items accordance with the Allocation (the “Allocation Statement”) and shall deliver it to Seller within thirty sixty (3060) days after the Company Closing Statement is finalized pursuant to Section 2.4. Seller shall have forty-five (45) days after receipt thereofof the Allocation Statement within which to review and deliver written objections, andif any. If Seller timely objects in writing, thereafter, Sellers and Buyers then the parties shall cooperate work together in good faith to resolve the disputed items for a period of thirty (30) days (or such longer period of time as mutually agreed by the parties)agreed. To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any Any remaining disputed items shall thereafter be submitted to the Designated Accounting Firm for resolution resolution, acting as expert and not as arbiter. Buyer and Seller shall act in good faith to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by cause the Parties in writing, and shall instruct Designated Accounting Firm to resolve such accounting firm to render its decision with respect to such remaining disputed items within thirty twenty (3020) days after such firm is retainedsubmission, which decision and the fees and expenses of the Designated Accounting Firm shall be final borne fifty (50%) percent by Buyer and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.)

Purchase Price Allocation. The Parties Purchaser and Sellers agree to treat that the purchase Final Closing Date Purchase Price (plus other relevant items required under the Code, including any liabilities of the Company Interests contemplated by this Agreement Sellers, that are treated as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined consideration for U.S. federal income tax purposes) will be allocated among the separate classes of such Sellers’ assets of each of the Company Entities consistent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder and consistent with this Section 7.1. Sellers shall prepare for each of Purchaser and Sellers an IRS Form 8594, “Asset Acquisition Statement,” within sixty (and any similar provision 60) days after the final determination of state, local or foreign Law, as appropriatethe Final Closing Date Purchase Price (the “Allocation”). If Sellers disagree with any items reflected in In the Proposed event that Purchaser objects to the Allocation, then Sellers Purchaser shall notify Buyers in writing Sellers of such disputed items its objection to the Allocation within thirty (30) days after of the receipt thereof, and, thereafter, Sellers of the Allocation and Buyers shall cooperate the Parties will endeavor in good faith for a period of thirty over the next fifteen (3015) days (or to resolve such longer period as mutually agreed by dispute. If the parties). To the extent that Sellers and Buyers Parties are unable to resolve any disputed itemssuch dispute within such fifteen (15)-day period, the Parties shall jointly submit any remaining disputed items for resolution the dispute to an the Accounting Referee or another nationally recognized independent “Big Four” accounting firm or other nationally recognized accounting firm to be mutually agreed upon by Xxxxxxxxx and Sellers (such agreed firm being the “Tax Referee”), which will promptly determine those matters in dispute (based on written presentations from the Parties in writingand not based on its independent review) and will render a written report as to the disputed matters (the matters determined by such Tax Referee, and shall instruct such accounting firm to render its decision together with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on those matters that were agreed by the Parties, the “Agreed Allocation”). Sellers, on the one hand, The costs and Buyers, on the other hand, shall each bear fifty percent (50%) expenses of the costs of employing such accounting firmTax Referee will be split evenly by Xxxxxxxxx and Sellers. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities Purchaser and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and will file any Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes any other governmental filings on a basis consistent with the Final Allocation and shall not Agreed Allocation. Neither Purchaser nor Sellers nor any of their respective Affiliates will take any position contrary thereto; provided(whether in audits, howeverdisputes, examinations, claims, actions, suits, investigations, proceedings, Tax Returns or otherwise) that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made is inconsistent with the Agreed Allocation unless otherwise required by any Governmental Authority based upon or arising out of the Final Allocationapplicable Law.

Purchase Price Allocation. The Parties agree to treat the purchase Buyer shall prepare a preliminary allocation of the Company Interests contemplated by this Agreement as a sale of Purchase Price among the Juicy Global IP Assets and the assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of Company, in each of the Company Entities consistent case in accordance with Section 1060 of the Code and the Treasury applicable Regulations promulgated thereunder (and any similar provision of or comparable provisions for state, local and foreign Tax Law (together, the “Allocation”). The Buyer shall forward a draft of the Allocation to the Seller for the Seller’s review and comment no later than seventy-five (75) days following the Closing Date. If the Seller disputes any item on the Allocation, it shall notify the Buyer of such disputed item (or foreign Lawitems) and the basis for its objection in writing, as appropriateand the Buyer shall consider such objection in good faith (and if the Buyer rejects such objection, it shall notify the Seller of such rejection and the basis for its rejection in writing) before finalizing the Allocation (the “Final Allocation”). If Sellers disagree with any items reflected the Buyer assigns the right to acquire the Juicy Global IP Assets to an Affiliate that is not a “United States person” (as defined in Section 7701(a)(30) of the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the partiesCode). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding agree on the Parties. Sellersallocation of the Purchase Price between the Juicy Global IP Assets, on the one hand, and Buyersthe Company Shares, on the other hand, shall each bear fifty percent (50%) of prior to the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be Closing Date, and the “Final Allocation.” The Allocation and the Final Allocation shall be binding on the Buyers, the Company Entities consistent with such allocation. The Buyer and the Sellers Seller and their respective Affiliates shall be bound by the Final Allocation for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities Buyer and the Sellers and their Affiliates Seller shall report, actfile, and file shall cause their respective Affiliates, to file, all Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes a manner consistent with the Final Allocation and shall not take any no position contrary thereto; provided, however, that nothing contained herein shall be construed thereto unless required to do so as to prevent any Party from settling, by applicable Law or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationa final determination.

Purchase Price Allocation. The Parties agree purchase price as determined for income Tax purposes related to treat the purchase and sale of the Company Purchased Interests contemplated by this Agreement (the “Tax Consideration”) shall be allocated among the Assets based on the fair market values of the Assets as a sale of assets for U.S. federal income tax purposesthe Closing Date determined and allocated in accordance with Code Section 1060 and the Treasury Regulations thereunder. No later than ninety (90) Within 120 days after the Final Settlement Datedetermination of the Post-Closing Adjustment, Buyers shall the Purchaser prepare and deliver to Sellers a proposed the Sellers’ Representative an allocation schedule (the “Proposed AllocationAllocation Schedule”) ). The Sellers’ Representative shall have 30 days following receipt of the purchase price Proposed Allocation Schedule to review and comment thereon. If the Sellers’ Representative does not provide any comments within such 30 -day period, the Proposed Allocation Schedule shall become final (the “Final Allocation Schedule”). If the Sellers’ Representative does provide comments within such 30 -day period, the Sellers’ Representative and the Purchaser will negotiate in good faith to resolve any such comments within the 30 days following the receipt by the Purchaser of the Sellers’ Representative’s comments, and upon any such resolution, the Proposed Allocation Schedule, as determined for U.S. federal income tax purposes) among so amended, shall become the separate classes of assets of Final Allocation Schedule. If the Sellers’ Representative and the Purchaser are unable to reach an agreement as to any such comments within the 30 -day period, then each of the Company Entities consistent with Section 1060 Sellers’ Representative and the Purchaser shall be entitled to make an allocation among the Assets of the Code Group Companies in any manner it so determines in its sole discretion and neither shall have any obligation to the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to any such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocationallocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement (a) As soon as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days practicable after the Final Settlement Datedate hereof and, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and in any similar provision of stateevent, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereofthe Closing Date, andBuyer shall deliver to the Sellers an allocation schedule substantially in the form attached hereto as Exhibit C (the “Allocation Statement”) allocating the consideration paid by Buyer to the Sellers hereunder, thereafteras determined for United States federal income Tax purposes pursuant to Treasury Regulations Section 1.1060-1(c) (the “Tax Purchase Price”), among the Transferred Assets in accordance with the provisions of Treasury Regulations Section 1.1060-1(c) and the other provisions of the Treasury Regulations referred to therein. Buyer shall consult with the Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by regarding the parties). To allocation prior to delivering the extent that Sellers and Buyers are unable Allocation Statement to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingSellers, and Buyer and the Sellers shall instruct such accounting firm use commercially reasonable efforts to render its decision with respect jointly agree upon the allocation prior to such remaining disputed items Buyer delivering the Allocation Statement to the Sellers. If within thirty (30) days after the delivery of the Allocation Statement, the Sellers notify Buyer in writing that the Sellers object to the allocation set forth in the Allocation Statement, then Buyer and the Sellers shall use commercially reasonable efforts to resolve such dispute within thirty (30) days following the date of Buyer’s receipt of such notice. If Buyer and the Sellers are unable to resolve such dispute within such thirty (30)-day period, Buyer and the Sellers shall jointly retain a nationally recognized accounting firm which is retainedreasonably acceptable to Buyer and the Sellers and which has no material relationship with Buyer, which decision either Seller, or their respective Affiliates or other material conflict (the “Allocation Referee”) to resolve the remaining outstanding disputed items. Upon resolution of such disputed items, the allocation reflected on the Allocation Statement shall be final adjusted to reflect such resolution. The costs, fees and binding on expenses of the Parties. Allocation Referee shall be paid by the Sellers, on the one hand, and Buyersby Buyer, on the other hand, shall each bear fifty percent (50%) based upon the percentage that the amount actually contested but not determined in favor of the costs of employing such accounting firm. The purchase price allocation as finally agreed Sellers or determined pursuant Buyer, respectively, bears to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and aggregate amount actually contested by the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationBuyer.

Purchase Price Allocation. The Parties agree to treat parties hereto acknowledge that the purchase sale of the Company Purchased Interests contemplated by pursuant to this Agreement will be treated for U.S. income tax purposes as a sale purchase by Buyer of 100% of the assets for U.S. federal income tax purposesof the Company. No later than Within ninety (90) days after following the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) finalization of the purchase price Purchase Price under Section 1.05, Buyer shall provide Seller with a draft allocation of the Purchase Price (as finally determined for U.S. federal income tax purposespursuant to Section 1.05) among and the separate classes of assets of each Liabilities of the Company Entities consistent among the assets of the Company Entities, as appropriate, in accordance with Code Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provision of state, local or foreign Lawnon-U.S. law, as appropriate) and the allocation methodology (the “Allocation Methodology”) set forth on Schedule 1.07 (the “Draft Allocation”). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for For a period of thirty (30) 30 days (or following the delivery of the Draft Allocation, Buyer and Seller agree to attempt to resolve any disputes with respect to such longer period as mutually agreed by the parties)Draft Allocation in good faith. To the extent that Sellers If Buyer and Buyers Seller are unable to resolve such disputes within such 30-day period, such unresolved disputes will be submitted to the Arbiter for final determination in a manner consistent with Section 1.05 (and any disputed itemsfees shall be borne by the parties as described in Section 1.05(d)); provided, that notwithstanding anything to the contrary in this Agreement, the Parties Arbiter shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingbe bound by, and shall instruct resolve any such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retaineddisputes in accordance with, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmAllocation Methodology. The purchase price allocation as finally agreed by Buyer and Seller or determined pursuant to this Section 2.3 shall be as so resolved by the Arbiter (the “Final Allocation.” The Final Allocation ”) shall be binding on the Buyersfor purposes of this Agreement. The Seller, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers Buyer and their Affiliates shall report, act, and file Tax Returns (including including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such the Final Allocation and Allocation. No Company Entity nor Seller or Buyer shall not take any position contrary thereto; provided(whether in audits, however, that nothing contained herein shall be construed so as to prevent any Party from settlingtax returns, or require any Party otherwise) that is inconsistent with such Final Allocation unless required to commence or participate in any litigation or administrative process challenging any determination made do so by any Governmental Authority based upon or arising out of the Final Allocationapplicable Law.

Purchase Price Allocation. The Parties agree (a) No later than twenty (20) Business Days prior to treat the Closing, Parent shall deliver to Purchaser a proposed preliminary allocation of the relevant portion of the purchase price and any other items that are treated as additional consideration for Tax purposes (including, for the avoidance of doubt, any liabilities that, for Tax purposes, are treated as assumed by the Purchaser (or its relevant Subsidiaries)) among, on the one hand, each applicable member of the Company Interests contemplated by this Agreement Parent Group that sells, transfers or assigns and, on the other hand, each of Purchaser and its Subsidiaries that purchases, the Transferred Entities or the Transferred Intellectual Property, determined in a manner consistent with the fair market value of the Transferred Entities and Transferred Intellectual Property (the “Preliminary Allocation”). The Preliminary Allocation shall be subject to Purchaser’s review and comment. If Purchaser disagrees with any Preliminary Allocation, Purchaser may, within ten (10) days after delivery of such Preliminary Allocation, deliver a notice to Parent to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. In the event of any disagreement as to the Preliminary Allocation, Parent and Purchaser shall cooperate in good faith to resolve such dispute prior to the Closing. (b) As soon as practicable after the Closing, but in no event later than thirty (30) days after the finalization of the Final Closing Statement pursuant to Section 2.6, Parent shall deliver to Purchaser a sale proposed allocation of the Final Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Shares and the Transferred Intellectual Property and, to the extent applicable, further allocate the portion of the Final Purchase Price and any other amounts treated as consideration for such tax purposes that is allocated to the Shares among (i) the assets of the Transferred Entities that are treated for U.S. federal income tax purposes. No later than ninety (90) days after Tax purposes as entities disregarded from the Final Settlement Date, Buyers shall prepare and deliver applicable Seller or as selling their assets pursuant to Sellers a proposed allocation (the “Proposed Allocation”an election made under Section 338(g) of the purchase price Code, and (as determined ii) the assets of Precor Incorporated treated for U.S. federal income tax purposesTax purposes as being sold pursuant to the 338(h)(10) among the separate classes of assets of each of the Company Entities consistent Election (if applicable), in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriatethe “Parent’s Allocation”). If Sellers disagree Purchaser disagrees with any items reflected in the Proposed Parent’s Allocation, then Sellers shall notify Buyers in writing of such disputed items Purchaser may, within thirty (30) days after receipt thereofdelivery of the Parent’s Allocation, anddeliver a notice (“Purchaser’s Allocation Notice”) to Parent to such effect, thereafterspecifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocation. If Purchaser’s Allocation Notice is duly and timely delivered, Sellers Parent and Buyers shall cooperate in good faith for a period of thirty Purchaser shall, during the twenty (3020) 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 Final Purchase Price (or such longer period as mutually agreed by the partiesand other relevant amounts). To the extent that Sellers If Parent and Buyers Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Partiesdisputes. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price Any allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.Purchase Price (and other relevant amounts) determined pursuant to

Purchase Price Allocation. (i) The Parties agree Purchase Price (and all other capitalized costs) shall be allocated among the Target Companies and the portions thereof allocated to treat TFP and Tredegar Brasil shall be allocated among their assets, respectively, and the purchase assets of any of the Company Interests contemplated by this Agreement as a sale Target Subsidiaries of assets TFP or Tredegar Brasil that are formed under U.S. law and are disregarded entities for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent purposes in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision provisions of state, local or foreign Law, as appropriate), pursuant to the provisions of this Section 11.7(g) (the “Purchase Price Allocation”). A draft of the Purchase Price Allocation shall be prepared by Buyers’ Parent and delivered to Sellers’ Representative within 60 days following the Closing Date. If Sellers disagree with any Sellers’ Representative notifies Buyers’ Parent in writing within 30 days following the receipt of such Purchase Price Allocation that Sellers’ Representative objects to one or more items reflected in such draft of the Proposed Purchase Price Allocation, then Sellers Sellers’ Representative and Buyers’ Parent shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate negotiate in good faith for a period of thirty (30) days (or to resolve such longer period as mutually agreed by the parties). To the extent dispute; provided, however, that Sellers if Sellers’ Representative and Buyers Buyers’ Parent are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision dispute with respect to the Purchase Price Allocation within 60 days following Sellers’ Representative’s delivery of such remaining disputed items within thirty (30) days after notice, such firm is retained, which decision dispute shall be final resolved by the Accounting Firm. The fees and binding on expenses of the Parties. Sellers, on the one hand, Accounting Firm shall be borne equally by Sellers and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Final Purchase Price Allocation as determined pursuant to this Section 11.7(g). Any adjustment to the Purchase Price pursuant to Section 11.6 shall be allocated in a manner consistent with the Purchase Price Allocation. For the avoidance of doubt, any document prepared for purposes of allocating the Purchase Price for non-U.S. tax purposes (including any PPA report or other similar document) shall not impact the Purchase Price Allocation. Buyers’ Parent, Sellers’ Representative and their respective Affiliates shall not take any position (whether in an audit, Tax Return or otherwise) that is inconsistent with the Purchase Price Allocation unless otherwise required to do so by applicable Law. The provisions of this Section 11.7(g) will survive post‑Closing indefinitely. Notwithstanding anything to the contrary thereto; providedcontained in this Agreement, however, that nothing contained herein the portion of the Purchase Price allocated to the Tredegar India Interests shall be construed so consistent with the Purchase Price (in this instance, as to prevent any Party from settlingdefined in the Tredegar India Interests Purchase Agreement) under the Tredegar India Interests Purchase Agreement on the basis of which the Indian Tax Withholding Amount will be computed and withheld, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out and such portion of the Final AllocationPurchase Price allocated to Tredegar India Interests will not be subject to any adjustments as provided under Section 2.3. Further, Buyers’ Parent agrees that it will allocate the same amount towards the Tredegar India Interests for the purposes of Purchase Price Allocation under this Section 11.7(g) and will not deviate therefrom.

Purchase Price Allocation. The Parties agree to treat Parent, the purchase Company and the Unitholders shall (and shall cause their respective Affiliates to) allocate (including for purposes of determining the portion of the Company Interests contemplated gain or loss recognized by this Agreement as a the Unitholders on their sale of the interests in the Company pursuant to the Merger that is attributable to the Company’s “unrealized receivables” and “inventory items” (as such terms are defined in Section 751 of the Code)) all amounts treated as consideration for Tax purposes among the assets deemed acquired for U.S. federal income tax purposes, in accordance with Exhibit G (the “Allocation Schedule”), Sections 751 and 1060 of the Code and the Treasury Regulations promulgated thereunder and in accordance with the following procedures in this Section 2.12. No later than ninety one-hundred and twenty (90120) days after the Final Settlement Aggregate Merger Consideration is finally determined hereunder, Parent shall deliver to the Unitholders’ Representative an allocation of all amounts treated as consideration for Tax purposes as of the Closing Date, Buyers shall prepare and deliver to Sellers determined in a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Parent’s Allocation”). If the Unitholders’ Representative disagrees with Parent’s Allocation, the Unitholders’ Representative may, within thirty (30) days after delivery of Parent’s Allocation, deliver a notice (the “Unitholders’ Allocation Notice”) to Parent to such effect, specifying those items as to which the Unitholders’ Representative disagrees and setting forth the Unitholders’ Representative’s allocation of the amounts treated as consideration for Tax purposes. If the Unitholders’ Allocation Notice is duly delivered, Parent and the Unitholders’ Representative shall, during the twenty (20) days following such delivery, negotiate in good faith to reach agreement on the disputed items or amounts. If during such twenty (20)-day period, Parent and the Unitholders’ Representative are unable to reach such agreement, they shall promptly thereafter cause the Accounting Arbitrator to resolve any remaining dispute. Any determination of the Accounting Arbitrator shall be consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the terms of this Agreement. The allocation of the amounts treated as consideration for Tax purposes as prepared by Parent on the Parent’s Allocation if no Unitholder’s Allocation Notice is duly and timely delivered, as mutually agreed between Parent and the Unitholder’s Representative, or as determined by the Accounting Arbitrator in accordance with the foregoing provisions of this Section 2.12 (the “Final Allocation”), shall be binding on all parties hereto. Any costs, fees and expenses of the Accounting Arbitrator incurred in connection with this Section 2.12 shall be borne equally by Parent, on the one hand, and the Unitholders’ Representative, on the other hand. The parties hereto and the Unitholders agree (and agree to cause their respective Affiliates) to (x) prepare and file all Tax Returns in a manner consistent with the first sentence of this Section 2.12 and the Final Allocation and (y) not take any Tax position (whether in financial statements, audits, Tax Returns, in connection with any Tax Proceeding or otherwise) which is inconsistent with the first sentence of this Section 2.12 and the Final Allocation, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Tax Law, as appropriate). If Sellers disagree ) (it being agreed and understood that the above provisions of this Section 2.12 shall not require the Unitholders to take any position inconsistent with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty clause (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%i)(B) of the costs definition of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final AllocationTransaction Tax Treatment).” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Seller and Purchaser agree to treat allocate and, as applicable, to cause their relevant Affiliates to allocate, the purchase Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (including among the assets of any Purchased Company that is disregarded as separate from its owner for U.S. federal income tax purposes) in accordance with the Company Interests contemplated by this Agreement as a sale of assets methodology set forth on Exhibit E attached hereto (the “Allocation Schedule”) for U.S. federal income tax purposes. No later than ninety one hundred and eighty (90180) days after the Final Settlement Datedate on which the Purchase Price is finally determined pursuant to Section 2.9, Buyers Purchaser shall prepare and deliver to Sellers Seller a proposed allocation (the “Proposed Allocation”) of the purchase price Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for U.S. federal income tax purposes) among the separate classes of assets of each Tax purposes as of the Company Entities Closing Date determined in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriatethe “Purchaser’s Allocation”). If Sellers disagree Seller disagrees with any items reflected in the Proposed Purchaser’s Allocation, then Sellers shall notify Buyers in writing of such disputed items Seller may, within thirty (30) days after receipt thereofdelivery of Purchaser’s Allocation, anddeliver a written notice (the “Seller’s Allocation Notice”) to Purchaser to such effect, thereafterspecifying those items as to which Seller disagrees and setting forth Seller’s proposed allocation. If the Seller’s Allocation Notice is duly delivered, Sellers Seller and Buyers shall cooperate in good faith for a period of thirty Purchaser shall, during the twenty (3020) 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 (or such longer period as mutually agreed by the parties)finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes. To the extent that Sellers If Seller and Buyers Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any disputed itemsremaining disputes. All fees and expenses relating to the work, the Parties shall jointly submit any remaining disputed items for resolution if any, to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon be performed by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision Independent Accounting Firm shall be final borne equally by Seller and Purchaser. Any 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 determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Schedule. The allocation, as prepared by Purchaser if no Seller’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm in accordance with the immediately preceding sentence (the “Allocation”), shall be conclusive and binding on the PartiesParties for U.S. federal, state and local income or franchise tax purposes. SellersNeither Seller nor Purchaser shall (and shall cause their respective Affiliates not to) take any position inconsistent with the Allocation on any U.S. federal, on the one handstate and local income or franchise Tax Return; provided, and Buyersthat Seller, on the other hand, shall each bear fifty percent Purchaser (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for respective Affiliates) may file an amended Tax and financial accounting purposes. The Buyers, Return that is inconsistent with the Company Entities and Allocation to the Sellers and their Affiliates shall report, act, and file Tax Returns (including extent required in connection with the resolution of an Internal Revenue Service Form 8594) audit or other similar Tax Proceeding, in all respects and for all purposes consistent with which case such Party shall promptly notify the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any other Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out writing of the Final Allocationposition reflected on such amended Tax Return.

Purchase Price Allocation. The Parties Each Seller, the Company, and the Buyer agree to treat allocate the purchase Purchase Price and any other relevant amounts (including, if applicable, any liabilities treated as assumed for U.S. federal income tax purposes) between the Blocker Stock and the Purchased Units and, as applicable, among the assets of the Company Interests contemplated by this Agreement and any Subsidiary of the Company treated as a sale “disregarded entity” for U.S. federal income tax purposes in accordance with Schedule 2.5 (the “Tax Allocation Statement”) for U.S. federal and applicable state and local income Tax purposes, including, to the extent applicable, Sections 704(c), 755 and 1060 of assets the Code; provided that, such Schedule shall be updated by the Sellers’ Representative with Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), in good faith no later than two (2) Business Days prior to the Closing Date in a manner consistent with the Net Working Capital shown on the Closing Date Statement and the valuation assumptions and methodologies reflected in Schedule 2.5. The Sellers’ Representative shall, with Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), adjust the Tax Allocation Statement from time to time in a manner consistent with the principles of Schedule 2.5 to take into account any amounts treated as adjustments to purchase price for U.S. federal income tax purposes. No later Promptly following the date hereof, the Sellers’ Representative shall engage KPMG LLP to prepare a third party valuation with respect to (i) “Class V assets – stock of NPPHL (Ireland subsidiary),” (ii) “Class V assets – stock of Pluma (Mexico subsidiary)” and (iii) “Class VI assets (section 197 intangibles other than ninety (90) days after the Final Settlement Date, Buyers shall prepare goodwill and deliver to Sellers a proposed allocation going concern value)” (the “Proposed AllocationKPMG Valuation”). Buyer agrees that up to a maximum of $75,000 of the cost of the KPMG Valuation (“KPMG Costs”) shall be treated as Cash and Cash Equivalents for purposes of calculating the Purchase Price. Promptly following receipt of the KPMG Valuation, the Sellers’ Representative shall provide a copy thereof to Buyer. Thereafter, the Parties shall negotiate in good faith concerning any potential adjustments to the Tax Allocation Statement related to the three asset classes described above. In the event the Parties are unable to agree upon one or more adjustments to the Tax Allocation Statement related to the three assets classes described above prior to the Closing Date (or such later date as may be mutually agreed upon by the Parties), then the amount allocated to any such asset class that remains in dispute as of such time shall be the amount reflected in the Tax Allocation Statement as of the date hereof. No Party or Affiliate of any Party shall take, or permit any Affiliate to take, any position for any Tax purpose (whether in connection with audits, Tax Returns or otherwise) that is inconsistent with the final Tax Allocation Statement, except as required pursuant to a “determination” within the meaning of Section 1313(a) of the purchase price Code (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and or any similar provision of state, local or foreign non-U.S. Tax Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Purchaser and Seller agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets that, for U.S. federal income tax purposes, the purchase of the Interests will be treated as an acquisition of the assets of the Company. No later than ninety In consideration for the Purchase Price and the applicable liabilities of the Company, within sixty (9060) days after the Final Settlement DatePurchase Price is finally determined pursuant to Section 2.05, Buyers Purchaser shall prepare and deliver to Sellers a proposed Seller an allocation statement (the “Proposed Allocation”) of allocating the purchase price Purchase Price (as determined for U.S. federal income tax purposesand any assumed liabilities to the extent properly taken into account under the Code) among the separate classes of assets of each of the Company Entities consistent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with Seller shall provide the Allocation to NRG for review and comment and shall send Purchaser a written notice of any items reflected in objections to the Proposed AllocationAllocation within a commercially reasonable period of time following the Closing Date. Seller, then Sellers NRG and Purchaser shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate work in good faith for a period of thirty (30) days (or such longer period as mutually agreed by to resolve any disputes relating to the parties)Allocation. To the extent that Sellers If Seller, NRG and Buyers Purchaser are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items dispute within thirty twenty (3020) days after such firm is retainedPurchaser’s receipt of objections by Seller and/or NRG, which decision any remaining disputes shall be final submitted to a nationally recognized independent public accounting firm as mutually agreed to by Seller, NRG and binding on the PartiesPurchaser. SellersThe Allocation, on the one hand, and Buyers, on the other handas finally determined hereunder, shall each bear fifty percent be adjusted to reflect any adjustment to the Purchase Price provided under this Agreement as mutually agreed by Purchaser and Seller (50%) of the costs of employing such accounting firmand agreed to by NRG). The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 Purchaser and Seller shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for file all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and Allocation, as finally determined hereunder (as adjusted in accordance with this Section 2.09). Neither Purchaser nor Seller shall not take any Tax position contrary thereto; providedinconsistent with such Allocation (as adjusted in accordance with this Section 2.09) except as required, however, that nothing contained herein shall be construed so as after using good faith efforts to prevent any Party from settling, or require any Party to commence or participate support the Allocation in any litigation applicable challenge by a Governmental or administrative process challenging any determination made by any Regulatory Authority, to settle a dispute with a Governmental or Regulatory Authority based upon or arising out of with respect to the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) 30 days after the Final Settlement Closing Date, Buyers the Buyer shall prepare and deliver to the Sellers for their review and comment a proposed statement setting forth the allocation of the sum of the Purchase Price, plus the Assumed Liabilities, plus any other amounts required by applicable Tax law to be so allocated, among the Acquired Assets (the “Proposed Section 1060 Allocation”) ), which allocation shall be made in accordance with Section 1060 of the purchase price Code, Treasury Regulations thereunder, and any similar provision of state, local, or non-U.S. law, as appropriate; provided that, regardless, the allocation of the total Purchase Price among the Sellers shall be in accordance with Schedule 2(j), and, for each Seller that is allocated Purchase Price on Schedule 2(j), the portion of the total Purchase Price allocated to such Seller shall, for U.S. tax purposes, be apportioned between Stock Consideration (as determined for U.S. federal income tax purposes) among and Cash Consideration in the separate classes of assets of each of same ratio that the Company Entities consistent with Section 1060 of total Stock Consideration (as determined for U.S. federal income tax purposes) bears to the Code and total Cash Consideration to be paid by Buyer, notwithstanding how the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Sellers direct the Purchase Price to be actually paid to them at Closing. If the Sellers disagree with any items reflected in the Proposed Allocation, then Sellers Section 1060 Allocation they shall notify Buyers in writing the Buyer within 30 days of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers of the Section 1060 Allocation from the Buyer and Buyers the Parties shall cooperate work together in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemsdifferences; provided, however, if no such agreement can be reached with respect to the Section 1060 Allocation, such matter shall be submitted by the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other a mutually acceptable nationally recognized accounting firm mutually agreed upon by to prepare the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retainedallocation, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing Any fees or expenses by such accounting firmfirm shall be borne one half by the Sellers and one half by the Buyer. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities Buyer and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their respective applicable Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service IRS Form 8594) in all respects and for all purposes consistent with such Section 1060 Allocation. The Buyer and the Final Allocation Sellers shall each timely and properly provide all such documents, forms and other information as the other Party may reasonably request to prepare or comment on the Section 1060 Allocation. Neither the Sellers nor the Buyer or their respective Affiliates shall not take any position contrary thereto; provided(whether in audits, however, Tax Returns or otherwise) that nothing contained herein shall be construed is inconsistent with such allocation unless required to do so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationapplicable law.

Purchase Price Allocation. The Parties parties hereto agree to treat the purchase and sale of the Company Interests contemplated by this Agreement as a sale of assets Interests, only for U.S. federal and, to the extent permitted by law, applicable state income tax purposes, as a purchase and sale of the assets owned by the Company. No later than ninety (90) 120 days after the Final Settlement Determination Date, Buyers Buyer shall prepare and deliver to Sellers a proposed Seller an allocation (the “Proposed Allocation”) of the purchase price sum of the Purchase Price and the Company Group’s liabilities (to the extent properly taken into account as determined consideration for U.S. federal and other applicable income tax purposes) among the separate classes of such assets of each of the Company Entities consistent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Lawlaw, as appropriate) (the “Allocation”). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) 30 days after receipt thereofof the Allocation, andSeller notifies Buyer in writing that it does not agree with the Allocation, thereafterBuyer and Seller will negotiate in good faith to resolve such dispute. If Buyer and Seller fail to resolve such dispute within 30 days, Sellers a nationally recognized law or accounting firm with no material relationship with Buyer, Seller or their respective Affiliates, chosen by and Buyers mutually acceptable to both Buyer and Seller (the “Tax Referee”), shall resolve any disputes and appropriately revise the Allocation (with the fees and expenses of the Tax Referee to be borne 50% by Seller and 50% by Buyer). If Seller does not respond within 30 days, or upon resolution of the disputed items, the Allocation (as such may have been adjusted) shall be the “Purchase Price Allocation” and shall be binding on the parties hereto. If the Purchase Price is subsequently adjusted pursuant to Section 2.4 or otherwise, the parties shall cooperate in good faith for to make appropriate updates to the Purchase Price Allocation, consistent with the original Purchase Price Allocation and taking into account the circumstances giving rise to the adjustment. The Purchase Price Allocation shall be prepared in a period manner that is in accordance with the treatment of thirty (30) days (or such longer period as mutually agreed by the partiesDeferred Revenue Liabilities set forth in Section 8.3(c)(iv). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingThe parties hereto shall, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and cause their Affiliates for to, file all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including including, but not limited to, Internal Revenue Service Form 8594) in all respects and for all purposes consistent consistently with the Final Allocation and shall not take any position contrary theretoPurchase Price Allocation; provided, however, that nothing contained herein shall be construed so as to prevent any Party party or its Affiliates from settling, settling any proposed deficiency or require any Party to commence or participate in any litigation or administrative process challenging any determination made adjustment by any Governmental Authority based upon or arising out of the Final Allocation, and no party or its Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Purchase Price Allocation. Each of Buyer and Seller shall notify the other party in the event of an examination, audit or other proceeding regarding the Allocation.

Purchase Price Allocation. The Parties agree shall allocate and, as applicable, cause their relevant Subsidiaries to treat the purchase allocate, for purposes of applying Sections 721, 741, 743, 751 and 1060 of the Company Interests contemplated by Code, the consideration payable pursuant to this Agreement as a sale of assets for U.S. federal income tax purposes. in accordance with Exhibit L. No later than ninety (90) 150 days after the Final Settlement DateCash Consideration is finally determined pursuant to Section 2.4, Buyers the Acquiror shall prepare and deliver to Sellers the API Representative a proposed allocation of the consideration payable pursuant to this Agreement (as finally determined pursuant to Section 2.4), in each case determined in a manner consistent with (i) Sections 721, 741, 743, 751 and 1060 of the Code and (ii) Exhibit L (such allocation, the “Proposed Purchase Price Allocation”). If the API Representative disagrees with any part of the Proposed Purchase Price Allocation, the API Representative may, within twenty (20) days after delivery of the Proposed Purchase Price Allocation, deliver a notice (the “Allocation Notice”) to the Acquiror to that effect, specifying those items as to which the API Representative disagrees and setting forth the API Representative’s proposed allocations (which must be in accordance with Exhibit L). If the Allocation Notice is duly delivered, Acquiror and the API Representative shall, during the twenty (20) days following such delivery, use commercially reasonable efforts to reach an agreement on the disputed items or amounts. In the event that Acquiror and the API Representative are unable to resolve such disputed items or amounts within such twenty (20) day period, then Acquiror and the API Representative shall refer the matter to the Accounting Expert. The Proposed Purchase Price Allocation (as adjusted by the Accounting Expert, if applicable, if it is in accordance with Exhibit L) (the “Final Purchase Price Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of shall be final and binding on all Parties. Acquiror, each of the API Entity and each Company Entities Group Entity shall file all Tax Returns in a manner that is consistent with Section 1060 the Final Purchase Price Allocation. The Final Purchase Price Allocation shall be revised as necessary to take into account subsequent adjustments to the transaction consideration in the manner provided by applicable Sections of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate principles described in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationExhibit L).

Purchase Price Allocation. The Parties agree No later than one hundred twenty (120) days after the Closing Date, Buyer shall deliver to treat the purchase of the Company Interests contemplated by this Agreement a schedule (i) allocating the Purchase Price (and any adjustments thereto as a sale of assets determined for U.S. federal income tax purposes. No later than ninety ) between each Seller (90or, in the case of a Seller that is an entity that is treated as disregarded for U.S. federal income tax purposes, such Seller’s regarded owner for U.S. federal income tax purposes), and (ii) days after allocating the Final Settlement Date, Buyers shall prepare Purchase Price (and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (any adjustments thereto as determined for U.S. federal income tax purposes) among the separate classes of Purchased Assets (and if a Purchased Asset is an equity interest in a Purchased Entity that is classified as a disregarded entity for U.S. federal income tax purposes, the assets of each such Purchased Entity) and Assumed Liabilities of such Seller (or such Seller’s regarded owner for U.S. federal income tax purposes) (such schedule, the Company Entities consistent “Allocation Schedule”). The Allocation Schedule shall be prepared in accordance with Section 1060 of the Code and Code, the Treasury Regulations regulations promulgated thereunder (thereunder, and any similar provision of applicable Law. The Parties shall (and shall cause their respective Affiliates to) file all Tax Returns, including Form 8594 (Asset Acquisition Statement under Section 1060 of the Code), in a manner consistent with the Allocation Schedule and shall not take (or permit any of their respective Affiliates to take) any position inconsistent therewith upon examination of any Tax Return, in any Tax refund claim, in any Proceeding related to Taxes, or otherwise unless otherwise required by determination within the meaning of Section 1313(a) of the Code (and comparable provision of state, local local, or foreign Law, as appropriate)non-U.S. Laws) or other binding settlement on audit. If Sellers disagree with any items reflected in taxing authority disputes the Proposed Allocationfinal Allocation Schedule, then Sellers the Party receiving notice of the dispute shall promptly notify Buyers in writing the other Party hereto of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers dispute and Buyers the Parties shall cooperate in good faith for a period in responding to such dispute in order to preserve the effectiveness of thirty (30) days (or such longer period as mutually agreed by the parties). To Allocation Schedule; provided that, subject to the extent that Sellers and Buyers are unable to resolve immediately succeeding proviso, nothing in this Section 2.07 shall impede the ability of any disputed items, of the Parties shall jointly submit or any remaining disputed items for resolution of their respective Affiliates to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by compromise and/or settle any Proceeding relating to the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final AllocationAllocation Schedule.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than Within ninety (90) days after the Final Settlement DateClosing, Buyers Buyer shall prepare and deliver to Sellers a proposed Seller an allocation (the “Proposed Allocation”) of the purchase price consideration for the Transferred Assets under Section 2.08 (as determined adjusted pursuant to the adjustments contemplated under this Agreement and taking into account solely those Liabilities which are treated as liabilities for U.S. federal income tax Tax purposes) among the separate classes of assets of each Transferred Assets as of the Company Entities consistent Closing Date in accordance with applicable Tax Law, including, as applicable, Section 1060 of the Code Code, and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriatethe “Allocation”). If Sellers disagree with any items reflected in Following receipt of its copy of the Proposed Allocation, then Sellers Seller shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for have a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve provide Buyer with a statement of any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items allocation and the parties will negotiate in good faith to resolve such dispute. Should Buyer and Seller fail to reach an agreement within thirty (30) days after Seller notifies Buyer of such dispute, Buyer and Seller shall bring all disputes relating to the preparation of such allocation to any “Big 4” accounting firm (excluding, for the avoidance of doubt, the “Big 4” accounting firm serving as Buyer’s independent audit firm at the time such notice is retainedprovided) (the “Allocation Accounting Firm”) for resolution, which decision whose decisions shall be final and binding on the Parties. Sellers, parties and whose expenses shall be paid equally by Buyer on one hand and Seller on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmother. The purchase price allocation as finally agreed or determined pursuant to Allocation Accounting Firm shall make its determination in accordance with the requirements of this Section 2.3 2.14. Seller and Buyer shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for file all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file U.S. federal income Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent consistently with the Final Allocation and shall not take any position contrary thereto; providedfor U.S. federal income Tax purposes that is inconsistent therewith, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any unless required by a final determination made by any Governmental Authority based upon or arising out under Section 1313(a) of the Final AllocationCode resulting from an Action initiated by a Governmental Authority.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than Within ninety (90) days after following the Final Settlement DateClosing, Buyers the Securityholder Representative shall prepare and deliver to Sellers Parent a proposed allocation statement setting forth the Securityholder Representative’s good faith determination of the manner in which the Merger Consideration (the “Proposed Allocation”) increased by any liabilities that are required to be treated as part of the purchase price (as determined for U.S. federal income tax purposes) is to be allocated among the separate classes Company’s assets (the “Allocation”). The Surviving Company shall reasonably cooperate with the Securityholder Representative to the extent requested, including by providing copies of assets of each of the Company Entities consistent any relevant documents needed for such preparation. The Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Code. If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereofof the Allocation, andParent notifies the Securityholder Representative in writing that Parent objects to one or more items reflected on the Allocation, thereafter, Sellers then Parent and Buyers the Securityholder Representative shall cooperate negotiate in good faith for a period of thirty to resolve such dispute. If Parent and the Securityholder Representative fail to resolve any such dispute within ten (3010) days after the Securityholder Representative’s receipt of Parent’s notice, then the parties shall submit any item of disagreement to a mutually acceptable accounting firm (or the “Accounting Firm”), whose resolution shall be made within ten (10) days after its selection and be final and binding on both parties. The fees and expenses of such longer period as mutually agreed Accounting Firm shall be shared equally by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon The Allocation as finally determined either by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty mutual agreement of the parties or by the Accounting Firm (30the “Final Allocation”) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyersamong Parent, the Company Entities and the Sellers Effective Time Holders and their respective Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyersnone of Parent, the Company Entities and the Sellers and their Affiliates Effective Time Holders or any Affiliate thereof shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent take any position inconsistent with the Final Allocation for Tax (as defined herein) reporting purposes, unless required by applicable Legal Requirement. Parent and the Securityholder Representative shall not take promptly notify the other party in writing upon receipt of notice of any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, pending or require any Party to commence threatened Tax audit or participate in any litigation or administrative process assessment challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase (a) Seller shall prepare an allocation of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety Purchase Price (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposesall other capitalized costs) among the separate classes of Acquired Companies' assets of each of the Company Entities consistent in accordance with Section Code Sections 338 and 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provision of state, state or local or foreign Lawlaw, as appropriate), which allocation shall be substantially consistent with Schedule 13.3.2, other than as required by changes in the assets of the Acquired Companies that occur between the date hereof and the Closing Date. Seller shall deliver such allocation (the "Proposed Final Allocation") to Buyer within 65 days after the delivery of the Preliminary Audited Closing Balance Sheet to Buyer and Seller. If Sellers disagree with any items reflected Buyer does not object to the Proposed Final Allocation within 65 days of its receipt, it shall become the Final Allocation. If Buyer objects to the Proposed Final Allocation within the 138 time provided in the Proposed Allocationprior sentence, then Sellers Buyer and Seller shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate negotiate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, disagreements regarding the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Proposed Final Allocation.” The . If agreement cannot be reached within 10 business days, then the Final Allocation shall be binding on the Buyersdetermined by a big four accounting firm acceptable to both parties. Seller, Buyer, the Company Entities and the Sellers Acquired Companies and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their respective Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service including, but not limited to, IRS Form 85948883) in all respects and for all purposes consistent with the Final Allocation and Allocation. Neither Seller, Buyer, the Acquired Companies nor their respective Affiliates shall not take any position contrary thereto; provided(whether in audits, however, that nothing contained herein shall be construed so as to prevent any Party from settlingTax returns, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of otherwise) which is inconsistent with the Final AllocationAllocation unless required to do so by a final, non-appealable decision of a court of competent jurisdiction.

Purchase Price Allocation. The Parties Buyer and Seller acknowledge and agree to treat that, for U.S. federal and applicable state and local income tax purposes, the purchase of the Company Interests contemplated by this Agreement hereunder shall be treated as a purchase and sale of assets for U.S. federal income tax purposesthe Transferred Assets. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the The purchase price (for the Transferred Assets as determined for U.S. federal income tax purposes) purposes shall be allocated among the separate classes of assets of each of the Company Entities Transferred Assets, and otherwise in accordance with their fair market values consistent with Section 1060 of the Code Code, and such allocation shall be binding upon the Treasury Regulations promulgated thereunder (and any similar provision of Parties for all applicable federal, state, local or and foreign Law, as appropriatetax purposes (the “Purchase Price Allocation”). Buyer shall prepare and deliver to Seller a draft of the Purchase Price Allocation within 120 days following the Closing Date. Seller shall have the right to review Buyer’s draft Purchase Price Allocation, and if Seller disagrees with or raises objection to such draft Purchase Price Allocation within 45 days after receipt of such proposed Purchase Price Allocation, Buyer and Seller shall consult with one another and attempt in good faith to reach agreement on the disputed items or amounts. If Sellers disagree with any items reflected in Buyer and Seller mutually agree on the Proposed draft Purchase Price Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty Buyer and Seller agree to file (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm cause their Affiliates to render its decision file) all Tax Returns and any other Tax filings required in a manner consistent with respect the agreed-upon Purchase Price Allocation and shall take no contrary position prior to such remaining disputed items a final “determination” by a Governmental Entity within thirty (30) days after such firm is retained, which decision shall be final and binding on the Partiesmeaning of Section 1313 of the Code. Sellers, on the one hand, and BuyersIf, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant Buyer and Seller are unable to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding mutually agree on the Buyersdraft Purchase Price Allocation, then Buyer and Seller shall refer any remaining disputes to the Company Entities and the Sellers and their Affiliates Accountant for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) resolution in all respects and for all purposes consistent accordance with the Final Allocation and shall not take any position contrary thereto; providedprocedures of Section 1.4(b)(vi) through (viii), however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationmutatis mutandis.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement As soon as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days practicable after the Final Settlement DateClosing, Buyers Buyer shall prepare and deliver to Sellers Sellers’ Representative a proposed statement setting forth the allocation (the “Proposed Allocation”) of the purchase price Purchase Price (including, for this purpose, liabilities of the Company or the Subsidiaries treated as determined assumed by Buyer for U.S. federal income tax Tax purposes) among the separate classes of assets of each Elevation and EBIP, in accordance with the provisions of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local or foreign Law). If, within twenty (20) days after the delivery of the initial Allocation, Sellers’ Representative notifies Buyer in writing that Sellers’ Representative objects to the initial Allocation, Buyer and Sellers’ Representative shall use commercially reasonable efforts to resolve such dispute within twenty (20) days. In the event that Buyer and Sellers’ Representative are unable to resolve such dispute within twenty (20) days, Buyer and Sellers’ Representative shall jointly retain the Independent Accountant to resolve the disputed item. Upon resolution of the disputed items, the Allocation shall be adjusted to reflect such resolution. The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Sellers. The final Allocation shall be adjusted, as appropriate, to reflect any additional payments made pursuant to this Agreement after the Closing Date that are not reflected in such Allocation. Buyer and Sellers’ Representative shall prepare and file all Tax Returns in a manner consistent with the Allocation and shall not take any position inconsistent with the Allocation except as may be required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Buyer and the Sellers agree to treat that, for U.S. federal income Tax purposes (and where permitted or required for state and local income Tax purposes), (a) the sale and purchase of the Company Membership Interests contemplated by of Comfort Care Home Health and Comfort Care Hospice pursuant to this Agreement shall be treated as a sale of the Membership Interests by the Sellers and as a purchase of the assets of the applicable Company by Buyer pursuant to Revenue Ruling 99 6, 1999 2 C.B. 432, Situation 2 (and a deemed purchase of the assets of any Subsidiary that is a disregarded entity for U.S. federal income tax Tax purposes. No later than ninety ), and (90b) days after the Final Settlement Date, Buyers shall prepare sale and deliver to Sellers a proposed allocation (the “Proposed Allocation”) purchase of the Membership Interests of Premier Medical Housecall pursuant to this Agreement shall be treated as a sale and purchase price (as determined of the assets of Premier Medical Housecall. Comfort Care, the Sellers and the Buyer shall each report, for all Tax purposes, and timely file all U.S. federal income tax purposes) federal, state, local and foreign Tax Returns in a manner consistent with the preceding sentence. Buyer and the Sellers further agree that the portion of the Purchase Price allocable to the assets of Comfort Care shall be allocated among the separate classes of assets of each of the Company Entities consistent Comfort Care in accordance with Section 1060 of the Code and in accordance with the Treasury Regulations promulgated thereunder methodology set forth on Exhibit B. Within sixty (and any similar provision 60) days after the Purchase Price is finally determined pursuant to Section 3.2, Buyer shall deliver to the Sellers’ Representative a statement (the “Proposed Allocation Statement”), allocating the Purchase Price (plus assumed liabilities, to the extent properly taken into account) among the assets of stateComfort Care, local or foreign Law, as appropriate). which Allocation Statement shall be consistent with the methodology set forth on Exhibit B. If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereofthe delivery of the Proposed Allocation Statement, andthe Sellers’ Representative notifies Buyer in writing that the Sellers’ Representative objects to the allocation set forth in the Proposed Allocation Statement, thereafter, Sellers Buyer and Buyers the Sellers’ Representative shall cooperate negotiate in good faith for a period of thirty (30) days (or to resolve such longer period as mutually agreed by dispute. If Buyer and the parties). To the extent that Sellers and Buyers Sellers’ Representative are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items dispute within thirty (30) days after Buyer’s notification of dispute, then the Parties shall jointly engage an Independent Accountant (in the manner set forth in Section 3.2) to resolve such firm is retaineddispute, which and the decision of such Independent Accountant shall be final and binding final; provided that in resolving such dispute, the Independent Accountant shall apply the methodology set forth on the Parties. SellersExhibit B. The Independent Account’s fees shall be shared equally by Buyer, on the one hand, and Buyers, the Sellers on the other hand. Buyer, its Affiliates, Comfort Care and the Sellers shall each bear fifty percent (50%) of file all Tax Returns, including IRS Form 8594, consistent with the costs of employing such accounting firm. The purchase price allocation Allocation Statement as finally agreed or determined prepared pursuant to this Section 2.3 shall be the “Final Allocation8.11.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety Within one hundred and twenty (90120) days Business Days after the Final Settlement Closing Date, Buyers Purchasers shall prepare and deliver to Sellers Seller a proposed allocation statement (the “Proposed Allocation”), allocating the Final Purchase Price (plus Assumed Liabilities, to the extent properly taken into account under applicable Tax Law) of to the purchase price Conveyed Entity Equity Interests (as determined for U.S. federal income tax purposesand to the extent required or permitted by applicable Tax Law, the underlying assets held by the Conveyed Entities) among and the separate classes of assets of each of the Company Entities consistent Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Code. If Sellers disagree with any items reflected in within sixty (60) Business Days following the Proposed delivery of the Allocation, then Sellers Seller objects to such Allocation to Purchasers in writing, Seller and Purchasers shall notify Buyers negotiate in writing good faith to attempt to resolve their disagreement and agree on the Allocation. Should such foregoing negotiations not result in an agreement within fifteen (15) Business Days after receipt by Purchasers of such disputed items written objection from Seller, then either (a) Purchasers or (b) Seller may submit this matter to the Independent Accountant. The Independent Accountant will deliver to Purchasers and Seller a written determination of the final Allocation within thirty (30) days after receipt thereofof the submission of the dispute to the Independent Accountant, andwhich determination shall be final, thereafterbinding and conclusive on the Parties hereto absent manifest error. All fees and expenses relating to the work, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed if any, to be performed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined Independent Accountant pursuant to this Section 2.3 2.9 will be split and paid for on a 50%/50% basis between (i) Purchasers and (ii) Seller. None of the Parties hereto or any Affiliate thereof shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyerstake, the Company Entities and the Sellers and their Affiliates or permit any Affiliate to take, any position for all purposesany Tax purpose (whether in connection with audits, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594or otherwise) in all respects and for all purposes consistent that is inconsistent with the Final Allocation and shall not take any position contrary thereto; providedfinal Allocation, however, that nothing contained herein shall be construed so except as required pursuant to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out a “determination” within the meaning of Section 1313(a) of the Final AllocationCode (or any similar provision of Tax Law).

Purchase Price Allocation. The Parties Except as Acquiror and the Members may otherwise agree in writing or as may be otherwise required pursuant to treat a final determination within the purchase meaning of Section 1313(a) of the Code or corresponding provisions of state, local, or non-U.S. tax Law, within one hundred and twenty (120) days following the Closing, Acquiror shall prepare and shall deliver to the Members an allocation of the Tax Purchase Price (as adjusted pursuant to this Agreement) among the assets of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation its Subsidiaries (the “Proposed Purchase Price Allocation”) of ). The Purchase Price Allocation shall contain sufficient detail to permit the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 parties to make any computations and adjustments required under Sections 704(c), 741, 743, 751 and 754 of the Code and the Treasury Regulations promulgated thereunder (and thereunder. Acquiror shall consider in good faith any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items Members’ reasonable comments to the Purchase Price Allocation if received within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by Acquiror’s delivery of the parties)Purchase Price Allocation to the Members. To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision The Purchase Price Allocation shall be final and binding binding, and the parties shall use the Purchase Price Allocation for valuing the assets of the Company and its Subsidiaries on the Parties. Sellersdate of Closing for all income Tax purposes, on the one handincluding Sections 704(c), 741 and Buyers, on the other hand, shall each bear fifty percent (50%) 751 of the costs of employing such accounting firmCode. The purchase price allocation parties hereto agree to (and agree to cause their respective Affiliates to) (i) be bound by the Purchase Price Allocation (as finally agreed or determined determined) for purposes of determining any Taxes, (ii) report the transactions consummated pursuant to this Section 2.3 shall Agreement in accordance with the Purchase Price Allocation (as finally determined) and (iii) not take a position inconsistent with the Purchase Price Allocation (as finally determined) on any applicable Tax Return or in any audit, examination or proceeding, unless required to do so by a determination of an applicable Governmental Authority that is final and non-appealable. Acquiror may update or otherwise supplement the Purchase Price Allocation consistent with this Agreement as may be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposesnecessary from time to time, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not to take into account any position contrary thereto; provided, however, that nothing contained herein shall be construed so as payments made pursuant to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationSection 2.4.

Purchase Price Allocation. The Within 60 days following the determination of the Post-Closing Purchase Price Adjustment pursuant to Section 2.5, Buyer shall provide Seller Parties agree to treat with a proposed allocation of the purchase Purchase Price among the Assets of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder (and any similar provision of state, local local, or foreign non-U.S. Law, as appropriate). Seller Parties shall have 30 days to review and comment on such allocation, and identify potential adjustments thereto. If Sellers disagree with any items reflected in Seller Parties fail to identify potential adjustments within such 30-day period, Seller Parties shall be deemed to have accepted the Proposed Allocation, then Sellers proposed allocation of the Purchase Price as calculated by Buyer. Seller Parties and Buyer shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate work together in good faith for a period to resolve differences with respect to the allocation. Seller Parties and Buyer acknowledge that the lease or rental of thirty (30) days (or such longer period as mutually agreed by property in the parties)state of New Jersey to which the Company is the lessee has no value and shall not be allocated any value. To the extent there remains any disagreement between Seller Parties and Buyer within 15 days after the delivery by Seller Parties of proposed adjustments to Buyer’s proposed allocation, then (i) each Party shall be permitted to file all Tax Returns based on an allocation of Purchase Price (and all other items required under the Code) that Sellers such Party determines in its own discretion or (ii) Buyer and Buyers are unable Seller Parties may engage the Resolution Accountants to resolve any disputed items, the dispute and the Resolution Accountants shall make within 30 days a final determination binding upon the Parties of the appropriate allocation of Purchase Price. Buyer and Seller Parties shall jointly submit any remaining disputed items for resolution cooperate with each other to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by enable the Parties in writing, and shall instruct such accounting firm Resolution Accountants to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final a proper decision. The fees and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) expenses of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined Resolution Accountants pursuant to this Section 2.3 11.8 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyersborne one-half by Buyer and one-half by Seller Parties. Seller Parties, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers Buyer and their Affiliates shall report, act, act and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation allocation determined under this Section 11.8. Buyer shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Seller Parties may reasonably request to prepare such allocation. Neither Seller Parties, Buyer, nor any of their respective Affiliates shall not take any position contrary thereto; provided(whether in audits, however, Tax Returns or otherwise) that nothing contained herein shall be construed is inconsistent with such allocation unless required to do so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationapplicable Law.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement Purchase Price and any other amounts treated as a sale of assets consideration for U.S. federal income tax purposespurposes shall be allocated among the assets and properties of Holdings in accordance with, as applicable, Sections 1060 and 751 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto. No later than ninety (90) days after the Final Settlement Date, Buyers Buyer shall prepare and deliver to Sellers a proposed the Member Representative an allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities schedule that is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto within ninety (and any similar provision of state, local or foreign Law, as appropriate90) days following the Closing (the “Allocation”). If Sellers disagree with The Member Representative may dispute any items amounts reflected in on the Proposed Allocation, then Sellers shall notify Buyers in writing Allocation by providing notice to Buyer of such the disputed items within thirty (30) days after receipt thereofand setting forth the Member Representative’s proposed allocation of the Purchase Price and other relevant amounts. In such case, and, thereafter, Sellers the Member Representative and Buyers shall cooperate Buyer agree to consult with each other in good faith for to explore whether a period of thirty (30) days (or such longer period as mutually agreed by satisfactory solution to the parties)disputed matters, if any, can be reached. To In the extent that Sellers event the Member Representative and Buyers Buyer are unable to reach a mutually satisfactory solution to the disputed matters, the Member Representative and Buyer may either (a) upon the consent of both Parties, cause the Independent Accounting Firm to resolve any disputed itemsremaining disputes or (b) each prepare its own allocation pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder and Annex IV hereto and file any applicable Tax Return (including IRS Forms 8308 and 8594, as applicable) in accordance with its allocation. All fees and expenses relating to the Parties shall jointly submit any remaining disputed items for resolution work, if any, to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon be performed by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision Independent Accounting Firm shall be final and binding on borne equally by the Parties. SellersMembers, on the one hand, and BuyersBuyer, on the other hand. An allocation of the Purchase Price (and other relevant amounts), prepared by Buyer if not disputed by the Member Representative, as adjusted pursuant to any agreement between the Member Representative and Buyer, or as determined by the Independent Accounting Firm in accordance with this Section 5.3, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be conclusive and binding on the BuyersParties absent manifest error. The allocation of the Purchase Price (and other relevant amounts) shall be adjusted, as necessary, to reflect any subsequent adjustments to the Company Entities Purchase Price, any liabilities assumed, and the Sellers and their Affiliates any other amounts treated as consideration for all purposes, including for U.S. federal income Tax and financial accounting purposes. The Buyers, the Company Entities Parties agree (and the Sellers and agree to cause their Affiliates shall report, act, respective Affiliates) to prepare and file all relevant federal, state, local and foreign Tax Returns (including Internal Revenue Service Form IRS Forms 8308 and 8594, as applicable) in all respects and for all purposes consistent accordance with the Final Allocation this Section 5.3, and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent inconsistent with such allocation on any Party from settling, Tax Return or require any Party to commence or participate in any litigation Tax proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or administrative process challenging any determination made applicable analogous provision of state, local or non-U.S. law). In the event that the Allocation is disputed by any Governmental Authority based upon or arising out Entity, the Party receiving notice of such dispute shall use commercially reasonable efforts to promptly notify the other Parties in writing of such notice and resolution of the Final Allocationdispute.

Purchase Price Allocation. The Parties Assignors and NB Group hereby agree to treat report for all Tax purposes the purchase of the Company Interests transactions contemplated by this Agreement as a sale of assets purchase by NB Group. The amount treated as consideration for U.S. federal income tax purposespurposes shall be allocated among the Transferred Assets and any other items agreed to by NB Group and Assignors as of the Closing in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (the “Allocation”). No later than ninety Within one hundred twenty (90120) days after the Final Settlement Closing Date, Buyers NB Group shall prepare and deliver to Sellers provide Assignors with a proposed allocation Allocation for Assignors’ review and such Allocation shall be final, binding and conclusive on Assignors and NB Group, absent manifest error twenty (20) days after delivery thereof to Assignors unless Assignors object in writing. If Assignors object in writing to the “Proposed Allocation within such twenty (20)-day period, Assignors and NB Group shall in good faith attempt to resolve any issue with respect to the Allocation”. If resolution cannot be reached within thirty (30) calendar days following receipt of Assignors’ written objection, Assignors, on the purchase price (one hand, and NB Group, on the other hand, shall submit any resolved issues to a nationally or regionally recognized accounting firm that does not represent Assignors or NB Group, as determined mutually agreed to by Assignors and NB Group, for U.S. determination. The accounting firm’s determination shall be final and binding on the parties hereto. Any subsequent adjustments to the amount treated as consideration for federal income tax purposes) among purposes shall be reflected in the separate classes of assets of each of the Company Entities Allocation in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (thereunder. For all Tax purposes, each of NB Group and any similar provision Assignors agrees that the transactions contemplated in this Agreement shall be reported in a manner consistent with the terms of statethis Agreement, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in including the Proposed Allocation, then Sellers and that none of them will take any position inconsistent therewith in any Tax Return, in any refund claim, in any litigation, or otherwise, unless required by Law; provided that none of NB Group or any of Assignors or any of their respective Affiliates shall notify Buyers in writing be obligated to litigate any challenges to the Allocation by a taxing authority. The parties shall promptly inform one another and Parent of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers any challenge by any taxing authority to the Allocation and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers agree to consult and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision keep one another informed with respect to the status of, and any discussion, proposal or submission with respect to, such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Partieschallenge. SellersEach Assignor, on the one hand, and BuyersNB Group, on the other hand, shall each bear fifty percent (50%agrees to cooperate with the other in preparing IRS Form(s) of 8594 in accordance with the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594to furnish the other with a copy of such Form(s) prepared in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provideddraft form within a reasonable period before its filing date, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate but in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationevent, no later than sixty (60) days prior to its filing date.

Purchase Price Allocation. The Parties agree to treat Within forty (40) days following the purchase determination of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after Final Purchase Price under Section 1.5, the Final Settlement Date, Buyers Buyer shall prepare and deliver to Sellers the Seller a proposed allocation schedule allocating the Final Purchase Price (and the relevant liabilities of the Company treated as consideration for U.S. federal Income Tax purposes (the “Proposed AllocationTax Liabilities”) of the purchase price (as determined for U.S. federal income tax purposes)) among the separate classes of assets of each of the Company Entities consistent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or and foreign Law, as appropriate) (the “Allocation”). If Sellers disagree with any items reflected in The Seller shall provide such information as the Proposed Buyer shall reasonably request for preparation of the Allocation. The Seller shall have the right, then Sellers shall notify Buyers in writing for a period of such disputed items within thirty forty (3040) days after receipt thereofsuch delivery (the “Review Period”), andto review such draft Allocation. If the Seller notifies the Buyer that it objects to the draft Allocation, thereafterby delivering to the Buyer a written notice of its specific objections to the draft Allocation before the end of the Review Period (the “Objection Notice”), Sellers the Seller and Buyers the Buyer shall cooperate negotiate in good faith faith, for a period of thirty (30) days (or such longer period as the parties shall mutually agree), the resolution of such disputed items. It is understood and agreed by the partiesparties that if the Seller does not deliver the Objection Notice to the Buyer before the end of the Review Period, it shall be deemed to have agreed to the draft Allocation. If the Seller has agreed in writing to the Buyer’s draft Allocation originally delivered to the Seller (or is deemed to have agreed to such Allocation under this Section 5.7(g). To ), or if the extent that Sellers Seller has timely delivered the Objection Notice to the Buyer but the parties have resolved all of the disputed items with the Seller and Buyers are unable the Buyer each having agreed in writing to resolve the final Allocation, then, except in connection with any disputed itemscontest or settlement described in the last sentence of this Section 5.7(g), the Parties Seller and the Buyer shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingfile, and each party shall instruct such accounting firm cause its respective Affiliates to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retainedfile, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Income Tax Returns (including Internal Revenue Service IRS Form 8594) in all respects and for all purposes a manner consistent with the final Allocation. If the Seller and the Buyer do not agree on the Allocation (and are not deemed to have agreed to the initial Allocation under this Section 5.7(g)), then each party shall file, and shall permit its Affiliates to file, all Income Tax Returns (including IRS Form 8594) in any manner that it chooses regarding the allocation of the Final Purchase Price and the Tax Liabilities. If the parties have agreed to the Allocation and any Governmental Authority disputes the Allocation, the party receiving notice of the dispute shall not take any position contrary theretopromptly notify the other party hereto; provided, however, that nothing contained herein either party shall be construed so as entitled (in its complete discretion) to prevent contest or to settle any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by Allocation issue with any Governmental Authority based upon or arising out of the Final AllocationAuthority.

Purchase Price Allocation. The Parties agree to treat the purchase shall allocate five percent (5%) of the Company Interests contemplated by this Agreement as a sale of assets Final Closing Consideration to the Restrictive Covenants for U.S. federal income tax Tax purposes. No later than The Parties acknowledge and agree that the Tax allocation, if any, of the Final Closing Consideration to Restrictive Covenants shall not, in any way, limit any remedy available to Purchaser for any breach by any Seller Party of any Restrictive Covenants. The Parties shall allocate the remainder of the Final Closing Consideration (and any other relevant items) to the Acquired Assets in accordance with Section 1060 of the Code. NIS shall provide to Purchaser a draft allocation within ninety (90) days after the Final Settlement Closing Date, Buyers shall prepare and deliver to Sellers a proposed allocation . Within forty-five (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (3045) days after receipt thereofNIS’s delivery of the draft allocation, and, thereafter, Sellers and Buyers Purchaser shall cooperate notify NIS of any objections it may have thereto. The Parties shall attempt in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision disagreement with respect to such allocation. If the Parties are unable to reach an agreement, they shall cause the Accountant to resolve any remaining disputed items within thirty (30) days after such firm is retained, which decision disputes. The Parties shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of split the costs of employing such accounting firmAccountant equally. The Parties agree to file all Tax Returns (including IRS Form 8594) consistent with the purchase price allocation allocation, as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes2.6. The BuyersParties shall revise the purchase price allocation, if and when necessary, to take into account any adjustment to the Company Entities and Purchase Price pursuant to this Agreement using the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) same methodologies as were used in all respects and for all purposes consistent with compiling the Final Allocation and shall not take any position contrary theretoinitial allocation; provided, however, that nothing contained herein that, for the avoidance of doubt, no additional amounts shall be construed so as allocated to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out the Restrictive Covenants for Tax purposes. To the extent Section 483 of the Final AllocationCode or any succeeding or corresponding provision of applicable law applies to characterize portions of the Purchase Price as interest payments, the Parties hereby agree to so treat them.

Purchase Price Allocation. The Parties agree to treat the purchase fair market value as of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) Effective Time of the Merger Consideration paid to the holders of Company Common Units shall be allocated among such holders as set forth on the Allocation Statement. During the 30-day period following the determination of Net Working Capital, Buyer and the Member Representative shall work in good faith to agree on an allocation of the fair market value of the Merger Consideration (plus the assumption of former Company liabilities treated as purchase price (as determined for U.S. federal income tax Tax purposes) among the separate classes of former Company assets of each of (the Company Entities “Purchase Price Allocation”) in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)thereunder. Any Net Working Capital Adjustment pursuant to Section 1.11(e) shall be allocated in a manner consistent with the Purchase Price Allocation. If Sellers disagree with any items reflected in the Proposed parties hereto cannot agree on the Purchase Price Allocation, then Sellers shall notify Buyers in writing Buyer and the Member Representative, on behalf of such the Members, will submit the disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers to the Accounting Firm. Acting as an expert and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period not as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemsan arbitrator, the Parties shall jointly submit any remaining disputed Accounting Firm will promptly review only those unresolved items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by and resolve the Parties in writing, dispute. The fees and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision expenses of the Accounting Firm shall be final and binding on the Parties. Sellersborne equally by Buyer, on the one hand, and Buyersthe Members (from the Escrow Amount), on the other hand, shall each bear fifty percent (50%) . The decision of the costs Accounting Firm will be final, conclusive and binding on the parties. Each of employing the parties agrees to use its commercially reasonable efforts to cooperate with the Accounting Firm (including by executing a customary engagement letter reasonably acceptable to it) and to cause the Accounting Firm to resolve any such accounting firmdispute as soon as practicable (but in no event later than thirty (30) days) after the commencement of the Accounting Firm’s engagement. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Purchase Price Allocation shall be binding on Buyer, the BuyersSurviving Entity, the Bank, the Company Entities and the Sellers Members, and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates of such Persons shall report, act, act and file Tax Returns (including Internal Revenue Service IRS Form 8594, as applicable) in all respects and for all purposes consistent with the Final Allocation and such allocation. No such Person shall not take any position contrary in any Tax Return (including any amendment thereto) that is inconsistent with the Purchase Price Allocation; provided, however, that nothing contained herein with respect to each disbursement from the Escrow Account to the Members, interest shall be construed so imputed on such amount, as to prevent any Party from settling, required by Section 483 or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out 1274 of the Final AllocationCode.

Purchase Price Allocation. The Parties agree Within thirty (30) days following the receipt by Seller of the Final Net Working Capital and the Final Cash Amount from Buyer, or such later time as mutually agreed by Seller and Buyer, Seller shall prepare and provide to treat Buyer for review and comment a draft schedule for income Tax purposes allocating the purchase Base Cash Purchase Price, the applicable liabilities of the Company Interests contemplated by this Agreement as a sale and the Subsidiaries (other than the Galveston Subsidiaries), and any other relevant items including the Consideration Shares (collectively, the “Purchase Price”) among (i) the interests in the Subsidiaries and (ii) the assets of assets for U.S. federal income tax purposes. No later the Subsidiaries (other than ninety (90the Galveston Subsidiaries) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Purchase Price Allocation”). Buyer shall provide Seller with written comments, if any, to the draft Purchase Price Allocation within thirty (30) days of receipt by Buyer. Seller and Buyer shall cooperate in good faith to resolve any differences and agree upon the purchase price (as determined final Purchase Price Allocation. The parties hereto shall use the Purchase Price Allocation for U.S. federal income tax purposes) among all reporting purposes with respect to federal, state and local Taxes. The parties shall cooperate in connection with the separate classes of assets of each of the Company Entities consistent with preparation of, and shall timely file, any forms required to be filed under Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar corresponding provision of statestate or local Tax law. Each of the parties agrees to prepare and file all Tax Returns (including, local or foreign Lawwithout limitation, as appropriate)for purposes of Section 1060 of the Code) in accordance with and based upon the Purchase Price Allocation. If Sellers disagree with Buyer and Seller shall promptly inform one another of any items reflected in challenge by any Governmental Entity to the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, Purchase Price Allocation and shall instruct such accounting firm to render its decision consult and keep one another informed with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one handstatus of, and Buyersany discussion, on the other handproposal or submission with respect to, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocationchallenge.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Seller and Purchaser agree to treat allocate and, as applicable, to cause their relevant Affiliates to allocate, the purchase Final Purchase Price and any other items that are treated as additional consideration for Tax purposes among the Purchased Assets (including among the Purchased Entity Shares and the Purchased Venture Interests) in accordance with Exhibit D attached hereto (the “Allocation Schedule”). No later than sixty (60) days after the date on which the Final Purchase Price is finally determined pursuant to Section 2.9, Seller shall deliver to Purchaser proposed allocations (including allocations with respect to the assets of the Company Interests contemplated by this Agreement as a sale of assets any Purchased Entities that are deemed acquired for U.S. federal income tax Tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for U.S. federal income tax purposes) among the separate classes of assets of each Tax purposes to Seller as of the Company Entities Closing Date, in each case determined in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Seller’s Allocations”). If Purchaser disagrees with any of Seller’s Allocations, Purchaser may, within thirty (30) days after delivery of Seller’s Allocations, deliver a notice (the “Purchaser’s Allocation Notice”) to Seller to such effect, specifying those items as to which Purchaser disagrees and setting forth Purchaser’s proposed allocations. If Purchaser’s Allocation Notice is duly delivered, Seller and Purchaser 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 allocations of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any similar other items that are treated as additional consideration for Tax purposes. If Seller and Purchaser are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. For the avoidance of doubt, the Allocation Schedule shall not be subject to revision following the Closing, and any allocation of the Final Purchase Price (as finally determined pursuant to Section 2.9) and any other items that are treated as additional consideration for Tax purposes (as agreed by Purchaser and Seller or determined pursuant to the decision of the Independent Accounting Firm) shall incorporate, reflect and be consistent with the Allocation Schedule. The allocations, as prepared by Seller if no Purchaser’s Allocation Notice has been given, as adjusted pursuant to any agreement between Seller and Purchaser or as determined by the Independent Accounting Firm (the “Allocations”), shall be conclusive and binding on the parties hereto. None of Seller or Purchaser shall (and shall cause their respective Affiliates not to) take any position inconsistent with the Allocations on any Tax Return or in any Tax Proceeding, in each case, except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any analogous provision of state, local or foreign Law, as appropriatelaw). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No Not later than ninety fifteen (9015) days after following the date on which Final Settlement DateNet Working Capital is finally determined, Buyers the Buyer shall prepare and deliver provide to Sellers a proposed allocation statement allocating the Purchase Price (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposesplus other capitalized costs) among the separate classes of assets of each of the Company Entities consistent Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation Statement”). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty Within twenty (3020) days after receipt thereof, and, thereafterof such Allocation Statement, Sellers will propose to Buyer in writing any reasonable changes to such Allocation Statement together with reasonable documentation supporting such changes (and Buyers shall cooperate in the event that no such changes are proposed in writing to Buyer within such time period, Sellers will be deemed to have agreed to, and accepted, the Allocation Statement). Buyer and Sellers will attempt in good faith for a period to resolve any differences with respect to the Allocation Statement, in accordance with the requirements of thirty Section 1060 of the Code, within fifteen (3015) days (or such longer period as mutually agreed by the parties)after Buyer’s receipt of a timely written notice of objection from Sellers. To the extent that If Buyer and Sellers and Buyers are unable to resolve any disputed itemssuch differences within such time period, the Parties shall jointly submit then any remaining disputed items matters will be submitted to the Independent Accounting Firm for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingresolution. Promptly, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty but not later than fifteen (3015) days after such firm is retainedmatters are submitted to it for resolution, the Independent Accounting Firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the Purchase Price, which decision report shall be final conclusive and binding on the Partiesparties. The fees and expenses of the Independent Accounting Firm in respect of such report shall be paid one-half by Buyer and one-half by Sellers. The Buyer, the Company, the Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their respective Affiliates shall report, act, act and file all Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such Allocation Statement as so finalized, including for purposes of (i) Treasury Regulations Section 1.1060-1 in determining Buyer’s adjustment to the Final U.S. federal income tax basis of the Assets and (ii) Treasury Regulations Section 1.751-1(a)(2) in determining the character of each Seller’s gain or loss, as the case may be, for U.S. federal income tax purposes in respect of the transactions contemplated by this Agreement. Further, neither the Buyer, the Company nor the Sellers shall take any position that is inconsistent with such final Allocation Statement unless required to do so by applicable Law. In the event that any adjustment is required to be made to the Allocation Statement as a result of the payment of any additional purchase price for the Assets or otherwise, Buyer shall prepare, and shall provide to Sellers, a revised Allocation Statement reflecting such adjustment. Such revised Allocation Statement shall be subject to review and resolution of timely raised disputes in the same manner as the initial Allocation Statement. Each of Buyer and each Seller shall file or cause to be filed a revised IRS Form 8594 reflecting such adjustment as so finalized for its taxable year that includes the event or events giving rise to such adjustment, and (except as required by future revised Allocation Statements) shall not take any position contrary thereto; providedon any Tax Return or in the course of any Tax audit, however, that nothing contained herein shall be construed so as to prevent any Party from settlingreview, or require any Party to commence or participate litigation inconsistent with the allocation provided in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationrevised Allocation Statement.

Purchase Price Allocation. The Parties hereto agree to treat allocate the purchase of Purchase Price among the Company Interests contemplated by this Agreement as a sale of assets Group Securities in accordance with Schedule 3.5, which allocation shall be used for U.S. federal income tax purposesall Tax purposes among the Company Group Securities. No later than ninety thirty (9030) days after Business Days following the determination of the Final Settlement DateAdjusted Purchase Price, Buyers Purchaser shall prepare allocate the Final Adjusted Purchase Price, the Holdco Note and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price any assumed liabilities (as determined for U.S. federal income tax purposes) ), among the separate classes of tangible and intangible assets of each of the Company Group Entities consistent in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Tax Allocation”) and any similar provision of state, local or foreign Law, as appropriateshall deliver a written statement to Seller describing such Tax Allocation (the “Tax Allocation Statement”). If Sellers disagree Seller disagrees with any items reflected in portion of the Proposed AllocationTax Allocation Statement, then Sellers Seller shall notify Buyers Purchaser in writing of such disputed items disagreement within thirty (30) days after receipt thereofdelivery by Purchaser to Seller of the Tax Allocation Statement. If Seller notifies Purchaser of its disagreement with any portion of the Tax Allocation Statement, and, thereafter, Sellers then Purchaser and Buyers Seller shall cooperate work in good faith to resolve such disagreement and after such resolution, the agreed upon Tax Allocation shall be considered final and each of Seller and Purchaser and each of their Affiliates shall use such Tax Allocation Statement for a period of thirty (30) days (or such longer period as mutually agreed by the parties)U.S. federal income Tax purposes. To the extent that Sellers If Purchaser and Buyers Seller are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items all disagreements within thirty twenty (3020) days after such firm is retainedof Seller first notifying Purchaser of its disagreement, which decision shall be final then Purchaser and binding on Seller may separately determine the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationAdjusted Purchase Price for Tax purposes and use its own separate allocation in filing its own Tax Returns.

Purchase Price Allocation. The Parties Buyer, the Company, and each Selling Party agree to treat that the purchase Final Purchase Price plus the Liabilities of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) be allocated among the separate classes of assets of each of the Company Entities consistent with in accordance Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign non-U.S. Law) and in accordance with the principles set forth in Section 1.5 of the Disclosure Schedules. As soon as reasonably practicable following the Closing, as appropriatebut no later than sixty (60) days following the determination of Final Purchase Price pursuant to Section 1.3(d) and Section 1.4, Buyer shall deliver to the Sellers’ Representative a draft allocation statement (the “Allocation Statement”). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty fifteen (3015) days after receipt thereofthe delivery of the Allocation Statement, andthe Sellers’ Representative notifies Buyer in writing that the Sellers’ Representative objects to the allocation set forth in the Allocation Statement, thereafter, Sellers Buyer and Buyers the Sellers’ Representative shall cooperate in good faith for a period of thirty use commercially reasonable efforts to resolve such dispute within twenty (3020) days (or such longer period as mutually agreed by days. In the parties). To event that Xxxxx and the extent that Sellers and Buyers Sellers’ Representative are unable to resolve such dispute within such twenty (20) day period, then Buyer and the Sellers’ Representative shall refer the matter to the Independent Auditor in accordance with the procedural principles (excluding the cost of fees and disbursements) set forth in Section 1.3(d). The cost of fees and disbursements of the Independent Auditor shall be borne equally between Buyer and Holdco (and if not paid by Holdco within five (5) Business Days of the due date, directly by Sellers, severally and not jointly, in accordance with their respective Indemnification Pro Rata Percentages). The Allocation Statement, as finally determined, shall be binding upon Buyer and the Selling Parties for all Tax purposes. Following the Closing, any disputed itemsadjustments to the Final Purchase Price shall be allocated consistently with the original allocation among classes of assets set forth in the Allocation Statement, as finally determined. Except as otherwise required by a “determination” within the meaning of Section 1313(a) of the Code, Buyer and the Selling Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by file all Tax Returns in a manner that is consistent with the Parties in writing, Allocation Statement and shall instruct such accounting firm to render its decision not assert or take in connection with any audit or any other proceeding with respect to such remaining disputed federal, state or local Taxes, any asset values or other items within thirty (30) days after such firm is retained, which decision shall be final and binding on inconsistent with the Parties. Sellers, on allocations agreed upon pursuant to the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmAllocation Statement. The purchase price parties will promptly inform one another of any challenge by any Tax authority to any allocation as finally agreed or determined made pursuant to this Section 2.3 shall be 1.5 and agree to consult and keep one another informed with respect to the “Final Allocationstatus.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree Final Purchase Price (plus Assumed Liabilities to treat the purchase extent properly taken into account under the Internal Revenue Code of the Company Interests contemplated by this Agreement 1986, as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation amended (the “Proposed AllocationCode”)) of the purchase price (as determined for U.S. federal income tax purposes) shall be allocated among the separate classes of assets of each of the Company Entities consistent Transferred Assets for Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). The Allocation shall be delivered by Seller to Buyer within one hundred and twenty (120) days after the Closing Date. Seller and Buyer shall work in good faith to resolve any disputes relating to the Allocation within twenty (20) days of such delivery. If Sellers disagree with Seller and Buyer are unable to resolve any items reflected in the Proposed such dispute, Buyer and Seller shall each submit a proposed Allocation, then Sellers shall notify Buyers in writing of together with such disputed items within written evidence as Buyer or Seller may elect, to the True-Up Accountant. Within thirty (30) days after receipt thereofof such submission, andthe True-up Accountant shall resolve any differences between the Parties and report to Seller and Buyer with an Allocation, thereafterand such Allocation shall be final, Sellers binding and Buyers conclusive upon Seller and Buyer. The costs of the True-up Accountant in connection with such resolution shall cooperate in good faith for a period of thirty (30) days (be borne equally by Seller and Buyer. If the Purchase Price is adjusted pursuant to Section 2.7, Section 2.8, Section 6.6 or such longer period otherwise, the Allocation shall be adjusted as mutually agreed by the parties). To the extent that Sellers Buyer and Buyers Seller (or, if Buyer and Seller are unable to resolve any disputed itemsreach agreement, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to dispute resolution procedures similar to those set forth in the foregoing sentences of this Section 2.3 2.11. Buyer and Seller shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for file all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties Purchaser and Seller hereby agree to treat for U.S. federal income tax purposes the purchase of the Company Interests contemplated by this Agreement Units as a sale purchase of assets the Royalty Sub Assets. Purchaser and Seller hereby further agree that for U.S. federal income tax purposes, Purchaser shall be treated as the tax owner of the Royalty Sub Assets and the Licensed IP. No later than ninety Neither Purchaser nor Seller shall take any position for U.S. federal income tax purposes (90whether in audits, Tax returns or otherwise) days after the Final Settlement Date, Buyers that is inconsistent with such positions unless required to do so by Applicable Law. Purchaser shall prepare and deliver to Sellers a proposed an allocation (the “Proposed Allocation”) of the purchase price Purchase Price (as determined computed for U.S. federal income tax purposes, including capitalized costs) among the separate classes of assets of each of Royalty Sub Assets reasonably in accordance with relative fair market values, which allocation shall be reviewed by Seller. Purchaser shall deliver such allocation to Seller within sixty (60) days after the Company Entities consistent with Section 1060 of the Code Closing Date, and the Treasury Regulations promulgated thereunder (and any similar provision of statesuch allocation shall be final unless, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers receiving such allocation Seller notifies Purchaser that it does not agree with such allocation. If Purchaser and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding Seller cannot agree on the Partiesfinal Purchase Price allocation, they shall select a mutually agreeable Person to determine such final Purchase Price allocation. Sellers, on the one hand, Purchaser and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates Seller shall report, act, act and file Tax Returns (including Internal Revenue Service Form 8594) returns in all respects and for all purposes consistent with the Final Allocation and final Purchase Price allocation. Neither Purchaser nor Seller shall not take any position contrary thereto; provided(whether in audits, however, Tax returns or otherwise) that nothing contained herein shall be construed is inconsistent with such allocation unless required to do so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final AllocationApplicable Law.

Purchase Price Allocation. The Purchase Price represents the amount agreed upon by the Parties agree for Tax purposes to treat be the purchase aggregate value of the Company Interests contemplated by this Agreement as a sale of net assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price Companies. The Purchase Price (as determined adjusted pursuant to Sections 2.06 and 2.11, and for U.S. federal income tax purposesany net Liabilities) assumed by the Purchaser and without duplication of Net Working Capital) shall be allocated, first among the separate classes of Companies, and then, with respect to the amount to be allocated to each Company, among the assets, liabilities, contracts, and the post-Closing assets of each and payments referenced in Sections 2.10 and 2.11 of the Company Entities consistent Companies in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder or other applicable Law. Purchaser shall prepare and deliver to Sellers allocation schedules setting forth Purchaser’s determination of the allocation (the “Allocation Schedule”) within one hundred and any similar provision twenty (120) days after the determination of state, local or foreign Law, as appropriate)the Final NWC/Maintenance Adjustment. If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within have thirty (30) days after receipt thereofto review the Allocation Schedule and notify Purchaser, andin writing, thereafterof any objections that they may have with respect thereto or otherwise be presumed to agree with such Allocation Schedule. If Sellers notify Purchaser that they disagree with any aspect of the Allocation Schedule, Purchaser and Sellers and Buyers shall cooperate work together in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemssuch disagreement. If any dispute regarding the Allocation Schedule remains unresolved after forty five (45) days following Purchaser’s delivery of such Allocation Schedule to Sellers, then such disagreement shall be immediately submitted to the Parties Independent Accounting Firm, which shall jointly submit any remaining disputed items for resolution be instructed to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct resolve such accounting firm to render its decision with respect to such remaining disputed items disagreement within thirty (30) days after such firm disagreement is retained, which decision submitted to it for resolution and shall notify Purchaser and Sellers in writing of its resolution. The Independent Accounting Firm’s resolution of the disagreement shall be final and binding on the PartiesPurchaser and Sellers. Sellers, on the one hand, Purchaser and Buyers, on the other hand, Sellers shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes report, act and file all Tax Returns (including, but not limited to, IRS Form 8594) in a manner consistent with the Final agreed upon or final Allocation Schedule, and neither Purchaser nor Sellers shall not take any position contrary thereto; provided(whether in Tax Proceedings, howeverTax Returns, or otherwise) that nothing contained herein is inconsistent with such Allocation Schedule except as may be adjusted by subsequent agreement following an audit by the Internal Revenue Service (or by an applicable state or local Taxing Authority) or by court decision but only as may be adjusted following a "determination" (as such term is defined in Section 1313 of the Code). In the event that the final Allocation Schedule is disputed by any Taxing Authority, the relevant Party who receives notice of such dispute will promptly notify the other Party, and the Parties will consult in good faith as to how to resolve such dispute in a manner consistent with such allocation. The Allocation Schedule shall be construed so revised to take into account subsequent adjustments to the Purchase Price, including any indemnification payments (which shall be treated for Tax purposes as adjustments to prevent the Purchase Price), in accordance with the provisions of Treasury Regulation section 1.1060-1. If incurred, any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out fees and expenses of the Final AllocationIndependent Accounting Firm shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Sellers.

Purchase Price Allocation. The Parties agree to treat Purchase Consideration (and any other amounts properly taken into account under the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90Code) days after the Final Settlement Date, Buyers shall prepare and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) be allocated among the separate classes of assets of each of Purchased Assets as in accordance with the Company Entities consistent with methodology set forth on Schedule 6.6(e) and Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation”). The Allocation shall be delivered by the Buyers to Sellers within 90 days after the Closing Date for Sellers’ review and approval, which approval shall not be unreasonably withheld. Sellers and the Buyers shall work in good faith to resolve any disputes relating to the Allocation within 30 days. If Sellers disagree with any items reflected in and the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed itemssuch dispute, the Parties such dispute shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other be resolved promptly by a nationally recognized accounting firm mutually agreed upon by acceptable to the Parties in writingBuyers and Sellers (the “Tax Accountant”), and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmwhich shall be borne by equally by the Buyers and Sellers. The purchase price allocation as finally agreed Buyers and Sellers shall instruct the Tax Accountant to resolve any such remaining disputes in accordance with the provisions of this Agreement (including the methodology set forth on Schedule 6.6(e)) and the Tax Accountant shall not assign a value for any item that remains in dispute that is greater than the greatest value, or determined pursuant smaller than the smallest value, set forth by either the Buyers or the Sellers in their written submissions to this Section 2.3 shall be the “Final Allocation.” The Final Tax Accountant. If the Purchase Consideration is subsequently adjusted, the Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposesadjusted in a manner consistent with this Section 6.6. The Buyers, the Company Entities Buyers and the Sellers and their Affiliates shall report, act, and file all Tax Returns (including Internal Revenue Service including, but not limited to, IRS Form 8594) in all respects and for all purposes consistent with the Final Allocation. Neither the Buyers nor Sellers shall take any Tax position inconsistent with such Allocation and neither the Buyers nor Sellers shall not take agree to any position contrary theretoproposed adjustment to the Allocation by any Tax authority without first giving the other party prior written notice; provided, however, that nothing contained herein shall be construed so as to prevent the Buyers or Sellers from settling any Party from settling, proposed deficiency or require any Party to commence or participate in any litigation or administrative process challenging any determination made adjustment by any Governmental Authority Tax authority based upon or arising out of the Final Allocation, and neither the Buyers nor the Sellers shall be required to litigate before any court any proposed deficiency or adjustment by any Tax authority challenging such Allocation. Parent and the Buyers, as applicable, shall be entitled to withhold, report and pay any applicable Taxes (included but not limited to value added tax) required under Mexican tax Laws that may result from the purchase price allocation to the assets transferred by Ooyala Mexico.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No Not later than ninety sixty (9060) days Business Days after the Final Settlement Datefinal determination of Purchase Price pursuant to Section 2.10(b), Buyers Buyer shall prepare and deliver to Sellers a proposed Seller an allocation (schedule, in the “Proposed Allocation”form set forth in Section 5.03(e) of the purchase price Buyer Disclosure Letter, setting forth Buyer’s determination of the allocation of the Purchase Price and assumed (as determined for U.S. federal income tax purposesor deemed assumed) obligations to the extent properly taken into account under the Code among the separate classes of assets of each of the Company Entities consistent Assumed Assets that complies with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriatethe “Allocation”). If Sellers disagree with Seller and Buyer shall work in good faith to resolve any items reflected in disputes relating to the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items Allocation within thirty (30) days after receipt thereof, and, thereafter, Sellers days. If Seller and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers Buyer are unable to resolve any disputed itemssuch dispute, such dispute shall be resolved promptly by the Independent Accountants, the costs of which shall be borne equally by Seller and Buyer. Seller and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal Income Tax purposes pursuant to this Agreement. Seller and Buyer shall, and shall cause their respective Affiliates to, report consistently with the Allocation in all Tax Returns, including on Form 8594, and none of the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary theretoin any Tax Return that is inconsistent with the Allocation, as adjusted, in each case, unless required to do so by a final determination as defined in Section 1313 of the Code or with the written consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of Seller and Buyer agrees to promptly advise the other regarding the existence of any Tax audit, controversy or litigation related to the Allocation; provided, however, that nothing contained herein in this Section 5.03 shall be construed so as require any of the Parties to litigate before any court, or prevent any Party of the Parties from settlingsettling in good faith, any proposed deficiency or require any Party to commence or participate in any litigation or administrative process challenging any determination made adjustment by any Governmental Taxing Authority based upon or arising out of challenging the Final Allocation.

Purchase Price Allocation. The Parties agree to treat Not later than thirty (30) days following the purchase definitive determination of the Company Interests contemplated Final Closing Balance Sheet (as provided by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement DateSection 2.3(a)), Buyers Sellers shall prepare and deliver to Sellers Buyers a proposed schedule setting forth the allocation (the “Proposed Allocation”) of the purchase price Purchase Price (as determined for U.S. federal income tax purposesincreased to take into account any liabilities properly included therein) among the separate classes of assets of each of the Company Entities consistent Companies in accordance with Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate) (the “Allocation Schedule”). If Sellers Buyers disagree with any items reflected in on the Proposed AllocationAllocation Schedule, then Sellers Buyers shall notify Buyers Sellers of such disagreement in writing of such disputed items within thirty (30) days after of receipt thereofof the proposed Allocation Schedule, andwhich notice shall set forth the reasons for Buyers’ disagreement. If Buyers do not notify Sellers of any objections to the Allocation Schedule in the time and manner specified in the preceding sentence, thereafterthe Allocation Schedule shall be treated as agreed by Buyers. If the Buyers do timely notify the Sellers of any disagreement with the Allocation Schedule, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by to resolve the parties)disagreement. To the extent that Sellers and Buyers are unable cannot agree on the contents of the Allocation Schedule within sixty (60) days following the delivery of the schedule pursuant to resolve any disputed itemsthe first sentence of this Section 8.1(d), Sellers and Buyers shall be free to use their own allocation schedule in preparing their respective U.S. federal, state, local and foreign Tax Returns and other filings. If the Parties shall jointly submit any remaining disputed items for resolution are able to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding agree on the Parties. SellersAllocation Schedule, on the one hand, Sellers and Buyers, on the other hand, Buyers shall each bear fifty percent (50%) of the costs of employing such accounting firm. The subject to any purchase price allocation adjustments as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, a result of indemnity payments hereunder) report and file Tax Returns (including but not limited to Internal Revenue Service Form Forms 8594, if required) in all respects and for all purposes consistent with the Final Allocation Schedule and neither Buyers nor Sellers shall not take any position contrary thereto; (whether in audits, Tax Returns or otherwise) that is inconsistent with the Allocation Schedule unless required to do so by applicable Law provided, however, that, in the event that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate of the allocations set forth in any litigation or administrative process challenging any determination made the final Allocation Schedule is disputed by any Governmental Authority based upon or arising out Tax Authority, the Party receiving notice shall promptly notify the other Party concerning resolution of the Final Allocationdispute.

Purchase Price Allocation. The Parties agree Purchase Price shall be allocated (i) to treat the purchase Evoqua AU Shares, which amount shall be further allocated to the Land Holdings and Goods of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety AU Subsidiaries, and (90ii) days after to the Final Settlement DateMEMCOR® Product Line Assets, Buyers which amount shall prepare be further allocated among each Operating Seller holding MEMCOR® Product Line Assets and deliver to Sellers a proposed allocation (the “Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent MEMCOR® Product Line Assets held by such Operating Seller, in accordance with this Section 2.08 and Section 1060 of the Code and any analogous non-U.S. Tax provisions (the Treasury Regulations promulgated thereunder “Allocation”). No later than October 21, 2019, Sellers shall deliver a schedule setting forth their determination of the Allocation (“Allocation Schedule”), along with supporting documentation, to Buyer for Buyer’s review and comment. Buyer shall notify Sellers in writing of any similar provision of stateobjection(s) with respect to the Allocation Schedule no later than November 1, local or foreign Law, as appropriate2019 (“Dispute Notice”). If Sellers disagree with any items reflected the Buyer has not delivered a Dispute Notice on or before November 1, 2019, the Allocation Schedule shall be final and binding upon the Parties, in the Proposed Allocationabsence of manifest error. If the Buyer has delivered a Dispute Notice on or before November 1, then 2019, the Buyer and Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon dispute. If a dispute cannot be resolved by the Parties in writingon or before November 11, and shall instruct 2019, then such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision dispute shall be referred to an Expert. The Sellers and Buyer agree to share the costs of such an Expert, use their reasonable efforts to ensure that the Expert gives, no later than seven (7) Business Days prior to the Closing Date, a written decision to the Parties and each such Party shall agree that, in the absence of manifest error, the Expert's decision is final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmthem. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 Allocation Schedule shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyersadjusted as necessary and appropriate to reflect any post-Closing adjustments in Section 2.13, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein the adjustments made to the Allocation Schedule shall be construed so consistent with the methodology used in determining the Allocation Schedule prior to the Closing Date. Sellers and Buyer shall file their respective IRS Forms 8594 and all federal, state, local and foreign Tax Returns in accordance with the final Allocation Schedule except as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made otherwise required by any Governmental Authority based upon or arising out of the Final AllocationLaw.

Purchase Price Allocation. The Parties agree to treat the purchase (a) Within thirty (30) days of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90) days after the Final Settlement Determination Date, Buyers the Seller shall prepare and deliver to Sellers Buyer a proposed allocation schedule setting forth the fair market value of the assets of the Company and its corporate Subsidiaries that are part of the same consolidated group for federal income tax purposes as the Company (together with the Company, the “Company Group”) (the “Proposed Allocation”) ), consistent with the amount of the purchase price (as determined IT Solutions Consideration, for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Buyer’s review. If Sellers disagree Buyer disagrees with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items Buyer may, within thirty (30) days after receipt thereofdelivery of the Proposed Allocation, anddeliver written notice to the Seller setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Buyer does not provide such a notice of disagreement within such thirty (30)-day period, thereafterthe Seller and Buyer shall be deemed to have agreed to the Proposed Allocation, Sellers which shall be final, binding and Buyers conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Buyer and the Seller shall cooperate in good faith use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agreed by agree) to resolve any such disagreements with respect to the parties)Proposed Allocation. To If, at the extent that Sellers and Buyers end of such period, they are unable to resolve such disagreements, then any disputed items, the Parties such remaining disagreements shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon be resolved by the Parties Auditor in writingaccordance with the procedures, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision the fees and expenses of the Auditor shall be final borne by the Seller and binding on Buyer in accordance with the Parties. Sellersrules, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmset forth in Section 2.4(b). The purchase price allocation Proposed Allocation as finally agreed or determined pursuant to this Section 2.3 2.8(a) shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.”

Purchase Price Allocation. The Parties Purchaser and Seller agree to treat the purchase acquisition of Shares as the acquisition of all of the Company Interests contemplated by this Agreement as a sale assets of assets the Bank for U.S. federal and applicable state and local income tax Tax purposes. No later than ninety (90) days As soon as practicable after the Final Settlement DateClosing, Buyers Purchaser shall prepare and deliver to Sellers Seller a proposed allocation statement (the “Proposed Purchase Price Allocation”) ), allocating the Purchase Price (plus the assumed Liabilities, to the extent properly taken into account under Section 1060 of the purchase price (as determined for U.S. federal income tax purposesCode) among the separate classes of assets of each of the Company Entities consistent Bank in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)Code. If Sellers disagree with any items reflected within 10 days after the delivery of the Purchase Price Allocation, Seller notifies Purchaser in writing that Seller objects to the allocation set forth in the Proposed Purchase Price Allocation, then Sellers Purchaser and Seller shall notify Buyers in writing use commercially reasonable efforts to resolve such dispute. Upon any resolution of any disputed items, the allocation reflected on the Purchase Price Allocation shall be adjusted to reflect such resolution. If the parties are unable to agree upon the Purchase Price Allocation within 30 days after the commencement of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days negotiations (or such longer period as Purchaser and Seller shall mutually agreed by the partiesagree in writing). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties disputed portion(s) of the Purchase Price Allocation shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other be arbitrated by a nationally recognized independent accounting firm mutually agreed upon acceptable to Purchaser and Seller (the “Accounting Firm”). Only items specified in the written objection shall be subject to adjustment by the Parties in writing, Accounting Firm. The fees and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision expenses of the Accounting Firm shall be final borne one-half each by Purchaser and binding on the PartiesSeller. Sellers, on the one hand, Purchaser and Buyers, on the other hand, Seller shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for file all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) for their respective taxable years in all respects which the Closing occurs to reflect the allocations set forth in the Purchase Price Allocation. Purchaser and for all purposes consistent with the Final Allocation and Seller shall not each not, before any Governmental Authority, take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, in a Tax Return or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of otherwise inconsistent with the Final Purchase Price Allocation.

Purchase Price Allocation. The Parties agree to treat Buyer shall prepare a proposed purchase price allocation schedule (the “Proposed Allocation Schedule”) allocating the gross purchase of the Company Interests contemplated by this Agreement price, as a sale of assets determined for U.S. federal income tax purposes, among the assets of the Company in accordance with Section 338 of the Code, the Treasury Regulations promulgated thereunder, and the principles set forth on Schedule 7.1(d). No later than Buyer shall deliver the Proposed Allocation Schedule to the Shareholder within ninety (90) days after the Final Settlement Closing Date. If, Buyers shall prepare and deliver to Sellers a proposed allocation within ten (10) days after receiving Buyer’s Proposed Allocation Schedule, the “Shareholder notifies Buyer that the Shareholder disputes any item(s) reflected on the Proposed Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent with Section 1060 of the Code Allocation Schedule, Buyer and the Treasury Regulations promulgated thereunder (and Shareholder shall cooperate in good faith to resolve any similar provision of state, local or foreign Law, as appropriate)dispute. If Sellers disagree with any items reflected in Should the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items parties fail to reach an agreement within thirty (30) days after receipt thereofthe Shareholder notifies Buyer that the Shareholder disputes any item(s) reflected on Buyer’s Proposed Allocation Schedule, andthe determination of the disputed item or items shall be made by a mutually agreed upon and jointly engaged public accounting firm of national reputation, thereafterwhose decision shall be final. The Proposed Allocation Schedule, Sellers as revised (if necessary) to reflect the resolution of any dispute in accordance with this Section 7.1(d), shall represent the Buyer’s and Buyers shall cooperate in good faith for a period the Shareholder’s final agreement regarding the allocation of thirty the gross purchase price among the assets of the Company (30the “Final Allocation Schedule”); provided, that if the Shareholder does not notify Buyer that he disputes any item(s) on Buyer’s Proposed Allocation Schedule within ten (10) days after receiving Buyer’s Proposed Allocation Schedule, Buyer’s Proposed Allocation Schedule shall be the Final Allocation Schedule. The Buyer and the Shareholder further agree that they will prepare and timely file Form 8883 (and/or any successor forms, and any forms or schedules similar to Form 8883 that are required to be filed in connection with the Section 338(h)(10) Election under provisions of applicable state or local law) in a manner reflecting such allocation, and each party will cooperate with the other party in connection with such preparation and filing. The Shareholder and Buyer shall inform each other promptly of any challenge by any Tax authority to the Form 8883 (or such longer period as mutually agreed by other form(s)) or the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding allocation set forth on the PartiesFinal Allocation Schedule. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation Schedule shall be binding on modified as appropriate in accordance with this Section 7.1(d) to reflect any adjustments in the Buyers, Purchase Price made following the Company Entities and the Sellers and their Affiliates for all purposesClosing in accordance with this Agreement, including for Tax adjustments made pursuant to Sections 1.5, 1.6, 1.7 and financial accounting purposes10.8. The Buyers, Shareholder and Buyer agree not to take any Tax position that is inconsistent with the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with 8883 or the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed Schedule (unless required to do so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocationunder applicable law).

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Membership Interests contemplated by this Agreement Purchaser shall be treated as a sale purchase of the Company’s assets for U.S. federal income tax (and applicable state and local) Tax purposes. No later than ninety Within one hundred twenty (90120) days after the Final Settlement Closing Date, Buyers Purchaser shall prepare and deliver to Sellers Seller Representative a proposed draft allocation of the Final Total Consideration (plus any assumed liabilities required to be taken into account) among the assets of the Company (the “Proposed Purchase Price Allocation”) of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent ). The Purchase Price Allocation shall be prepared in accordance with applicable Law, including in accordance with Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected Seller Representative notifies Purchaser in the Proposed Allocationwriting, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereofthe date on which Seller Representative receives the Purchase Price Allocation, andthat Seller objects to one or more items reflected in the Purchase Price Allocation, thereafter, Sellers Seller Representative and Buyers Purchaser shall cooperate negotiate in good faith for a period of thirty (30) days (or to resolve such longer period as mutually agreed by the parties). To the extent dispute; provided, however, that Sellers if Seller Representative and Buyers Purchaser are unable to resolve any disputed items, the Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writing, and shall instruct such accounting firm to render its decision dispute with respect to such remaining disputed items the Purchase Price Allocation within thirty sixty (3060) days after following Purchaser’s delivery of the draft Purchase Price Allocation, such firm is retained, which decision dispute shall be final resolved by the Independent Accountant. The fees and binding on expenses of the Parties. SellersIndependent Accountant shall be borne by Seller, on the one hand, and BuyersPurchaser, on the other handother, in inverse proportion to the extent to which their positions on the Purchase Price Allocation were accepted by the Independent Accountant, and such allocation of fees and expenses shall each bear fifty percent (50%) of be determined by the costs of employing such accounting firmIndependent Accountant. The purchase price Purchase Price Allocation and such allocation of fees and expenses as finally agreed or determined pursuant to this Section 2.3 by the Independent Accountant shall be the “Final Allocation.” The Final Allocation shall be conclusive and binding on the BuyersPurchaser and Seller. None of Purchaser, Seller Representative, any Seller Party, the Company Entities and the Sellers and or any of their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their respective Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided(whether in audits, however, on any Tax Return or otherwise) that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any is inconsistent with the Purchase Price Allocation unless required by a final determination made by any Governmental Authority based upon or arising out within the meaning of the Final AllocationCode Section 1313(a).

Purchase Price Allocation. The Parties agree to treat the purchase of the Company Interests contemplated by this Agreement as a sale of assets for U.S. federal income tax purposes. No later than ninety (90a) Within sixty (60) days after the final determination of Closing Net Working Capital and Final Settlement DateNet Working Capital in accordance with Section 2.4, Buyers Buyer shall prepare and deliver to Sellers Parent a proposed allocation (schedule setting forth the “Proposed Allocation”) fair market value of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each of the Company Entities consistent (the "Proposed Allocation") for Parent's review. The Proposed Allocation shall be made in accordance with Section 1060 338 of the Code and the applicable Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign Law, as appropriate)consistent with Schedule 2.5. If Sellers disagree Parent disagrees with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items Parent may, within thirty (30) days after receipt thereofdelivery of the Proposed Allocation, anddeliver written notice to Buyer setting forth in reasonable detail its disagreement with the Proposed Allocation. In the event that Parent does not provide such a notice of disagreement within such 30-day period, thereafterParent and Buyer shall be deemed to have agreed to the Proposed Allocation, Sellers which shall be final, binding and Buyers conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, the Proposed Allocation will be final, binding and conclusive for all purposes hereunder except as to the disagreements duly raised in such notice, and Parent and Buyer shall cooperate in good faith use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agreed by agree) to resolve any such disagreements with respect to the parties)Proposed Allocation. To If, at the extent that Sellers and Buyers end of such period, they are unable to resolve such disagreements, then any disputed items, the Parties such remaining disagreements shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon be resolved by the Parties Accounting Firm in writingaccordance with the procedures, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision the fees and expenses of the Accounting Firm shall be final borne by Parent and binding on Buyer in accordance with the Parties. Sellersrules, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firmset forth in Section 2.4(b). The purchase price allocation Proposed Allocation as finally agreed or determined pursuant to this Section 2.3 2.5(a) shall be the “"Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation."

Purchase Price Allocation. The Parties agree to treat that the purchase of the Company Interests contemplated by this Agreement herein will be treated as a sale of assets the assets, and assumption of the liabilities, of the Acquired Companies for U.S. federal income tax Tax purposes. No later than ninety Within sixty (9060) days after the Final Settlement Closing Date, Buyers Buyer shall prepare and deliver to Sellers a Seller an allocation schedule setting forth Buyer’s proposed allocation of the consideration among the assets of the Acquired Companies that complies with Section 1060 of the Code and the Treasury regulations promulgated thereunder (the “Proposed Allocation”). If Seller objects to the Allocation, then Seller shall provide Buyer written notice thereof within thirty (30) days after receiving the Allocation. If the Parties are unable to agree on any matter set forth in the Allocation, the Parties shall refer such dispute to the Independent Accountants, which firm shall make a final and binding determination as to the matters in dispute within thirty (30) days following its appointment, and promptly shall notify the parties in writing of its resolution. Any Allocation determined pursuant to the decision of the purchase price (as determined for U.S. federal income tax purposes) among the separate classes of assets of each Independent Accountants shall incorporate, reflect and be consistent with Section 1060 of the Company Entities Code and the Treasury Regulations promulgated thereunder. Each party shall be liable for and pay one-half of the fees and other costs charged by the Independent Accountants. Seller and Buyer shall use commercially reasonable efforts to update the Allocation in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder following any adjustment to the allocable Purchase Price or any other amounts constituting consideration for federal income Tax purposes pursuant to this Agreement. Seller and Buyer shall, and shall cause their Affiliates to, report consistently with the Allocation (as finally resolved pursuant to this subsection) in all Tax Returns, including IRS Form 8594, which Seller and any similar provision Buyer shall timely file with the IRS, and none of state, local or foreign Law, as appropriate). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers shall notify Buyers in writing of such disputed items within thirty (30) days after receipt thereof, and, thereafter, Sellers and Buyers shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by the parties). To the extent that Sellers and Buyers are unable to resolve any disputed items, the Parties shall jointly submit take any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by position in any Tax Return that is inconsistent with the Parties in writing, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty Allocation (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined resolved pursuant to this subsection), as adjusted, in each case, except to the extent otherwise required by a final determination as defined in Section 2.3 1313 of the Code or with the consent of the other Parties, which shall not be unreasonably withheld, conditioned or delayed. Each of Seller and Buyer agrees to promptly advise the “Final other regarding the existence of any Tax audit, controversy or litigation related to the Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and their Affiliates for all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto; provided, however, that nothing contained herein shall be construed so as to prevent any Party from settling, or require any Party to commence or participate in any litigation or administrative process challenging any determination made by any Governmental Authority based upon or arising out of the Final Allocation.

Purchase Price Allocation. The Parties agree to treat the purchase of the Company LLC Interests contemplated by this Agreement as a sale purchase of the assets of the Company and the noncorporate Company Subsidiaries for U.S. federal and, to the extent permitted by Law, applicable state and local income tax purposes. The Parties further acknowledge and agree that Seller intends to engage a valuation expert to prepare a written, independent valuation of the fair market value of certain assets of the Company and such Company Subsidiaries as of the Closing Date (the “Valuation”). No later than ninety (90) days after the later of (a) the determination of the Final Settlement DatePurchase Price pursuant to Section 2.06 and (b) the delivery of the Valuation to Seller, Buyers Seller shall prepare and deliver to Sellers Buyer a proposed draft allocation (the “Proposed Allocation”) of the purchase price sum of the Final Purchase Price and (as determined to the extent properly taken into account for U.S. federal and other applicable income tax purposes) among the separate classes of assets of each Liabilities of the Company Entities consistent and the noncorporate Company Subsidiaries, among the assets of the Company and such Company Subsidiaries, determined consistently with the Valuation and in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provision provisions of state, state or local or foreign Law, as appropriate), provided, however, that not less than 95% of the foregoing sum shall be allocated to assets that are “section 197 intangibles” within the meaning of Section 197(d) of the Code or other depreciable or amortizable assets that have a recovery period for U.S. federal income tax purposes that is equal to or less than fifteen (15) years (the “Allocation”). If Sellers disagree with any items reflected in the Proposed Allocation, then Sellers Buyer shall notify Buyers in writing of such disputed items within have thirty (30) days after receipt thereofto give a written notice to Seller of its objections, andif any, thereafterto the Allocation; provided that Buyer shall not be entitled to object to the Allocation to the extent the Allocation is consistent with the Valuation. If Buyer does not provide such notice of objection within such thirty (30) day period, Sellers Buyer shall be deemed to have accepted in full the Allocation delivered by Seller. If Buyer delivers a timely notice of objection with respect to assets that were not covered by the Valuation, Buyer and Buyers Seller shall negotiate in good faith to reach agreement regarding the Allocation. For the avoidance of doubt, the Parties agree that none of the Final Purchase Price or other consideration payable in connection with this Agreement will be allocated to the covenants contained in Section 5.08. If the Purchase Price is adjusted for federal or other applicable income tax purposes pursuant to Section 9.07 or otherwise, the Parties shall cooperate in good faith for a period of thirty (30) days (or such longer period as mutually agreed by to make appropriate updates to the parties)Allocation, consistent with the original Allocation and taking into account the circumstances giving rise to the adjustment. To the extent that Sellers and Buyers are unable to resolve any disputed items, the The Parties shall jointly submit any remaining disputed items for resolution to an independent “Big Four” accounting firm or other nationally recognized accounting firm mutually agreed upon by the Parties in writingshall, and shall instruct such accounting firm to render its decision with respect to such remaining disputed items within thirty (30) days after such firm is retained, which decision shall be final and binding on the Parties. Sellers, on the one hand, and Buyers, on the other hand, shall each bear fifty percent (50%) of the costs of employing such accounting firm. The purchase price allocation as finally agreed or determined pursuant to this Section 2.3 shall be the “Final Allocation.” The Final Allocation shall be binding on the Buyers, the Company Entities and the Sellers and cause their Affiliates for to, file all purposes, including for Tax and financial accounting purposes. The Buyers, the Company Entities and the Sellers and their Affiliates shall report, act, and file Tax Returns (including Internal Revenue Service Form 8594) in all respects and for all purposes consistent with the Final Allocation and shall not take any position contrary thereto(including as modified pursuant to this Section 2.07); provided, however, provided that nothing contained herein in this sentence shall be construed so as to prevent any Party or its Affiliates from settling, settling any proposed deficiency or require any Party to commence or participate in any litigation or administrative process challenging any determination made adjustment by any Governmental Authority based upon or arising out of the Final Allocation, and no Party or its Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Allocation. Buyer and Seller shall notify each other promptly in writing upon receiving notice of any examination, audit or other proceeding regarding the Allocation.