Common use of Section 338 Election Clause in Contracts

Section 338 Election. (a) With respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

Section 338 Election. (ai) With At the sole election of the Buyer, to be exercised within ninety (90) days after the Closing Date, the Seller Entities and Buyer will jointly complete and make an election under Section 338(h)(10) of the Code (with respect to the sale Company) on Form 8023 or in such other manner as may be required by rule or regulation of the CompanyInternal Revenue Service, and will jointly make an election in the manner required under any analogous provisions of state or local law as the Buyer will designate or as will be required, concerning the transactions contemplated by this Agreement (collectively and specifically, the “Section 338(h)(10) Election”). The Buyer will, with the assistance and cooperation of the Seller Entities, prepare all such Section 338(h)(10) forms required as attachments to Form 8023 (and all forms under analogous provisions of state or local law) in accordance with applicable Tax laws, and Buyer will deliver such forms and related documents to the Seller Entities at least sixty (60) days prior to the due date of filing. The Seller Entities will deliver to the Buyer at least forty five (45) days prior to the due date of filing copies of such completed and fully executed forms as are required to be filed under Section 338(h)(10) of the Code (and analogous provisions of state and local law). The Buyer will timely file such forms with the appropriate Tax authorities. The Buyer and Seller Entities will use commercially reasonable efforts to agree, as soon as practicable after Closing but in no event later than one hundred twenty (120) days following the Closing Date (subject to the dispute resolution mechanism described in clause (ii) below), on the computation of the modified aggregate deemed sale price (“MADSP”) (as defined under U.S. Department of Treasury Regulations). (ii) If the Buyer elects to make a “Section 338(h)(10) Election, then the Seller Entities and the Buyer agree that the Buyer will perform or cause to be performed an initial valuation of assets and allocation of the Purchase Price for purposes of Section 338 of the Code at the sole cost and expense of the Buyer. The Buyer will provide the Seller Entities with drafts of such valuation of assets and allocation of MADSP (which will be prepared on a basis consistent with this Section 9(j)) within seventy-five (75) days after the Closing Date. The Seller Entities will have forty five (45) days to provide the Buyer with any objections to such drafts. If the Seller Entities object to the computation or allocation by the Buyer of such amounts, and the Buyer and Seller Entities are unable to reach agreement on the computation or allocation within thirty (30) business days after notification by the Seller Entities of its objection, the Buyer and the Seller shall Entities will jointly engage an Independent Accountant to resolve the disagreement (such resolution to be final and binding upon the Parties) within ten (10) days thereafter. Any fee payable to the Independent Accountant in connection with this Section 9(j) will be shared equally by the Seller Entities and the Buyer. The valuation and allocations determined pursuant to this Section 9(j) will be used for purposes of all relevant Tax Returns, reports and filings. (iii) In the event the Buyer decides to make a Section 338(h)(10) Election in accordance with applicable laws respect to the purchase of the Company Shares, then the Buyer hereby agrees to indemnify and hold the Seller harmless from any incremental tax liability imposed upon the Seller as set forth hereina result of such election. The Buyer and amount of the indemnity (the “338 Indemnity Amount”) shall be equal to the amount that the Purchase Price must be increased to result in the Seller shall cooperate with each other and take all necessary steps receiving the same after-Tax cash benefit (prior to properly make any reduction for a consolidated return net operating loss) as would result if the Section 338(h)(10) Election in accordance with applicable lawswas not made. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for pay the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms Indemnity Amount within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities receipt of notice by Seller of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) calculation of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4338 Indemnity Amount.

Section 338 Election. (ai) With respect Except as provided in clause (ii) below, neither Buyer nor Seller nor any of their Affiliates shall make or cause to the sale be made any election under Section 338 of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed Code in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under transactions contemplated by this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax lawAgreement. (bii) The Buyer shall be responsible for To the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The extent requested by Buyer, Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the join Buyer such documents or forms (including executed in timely making elections under Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5338(h)(10) of the Code (and the Treasury Regulations thereunder. The Buyer shall prepare such allocation any corresponding elections under state, local, or foreign tax law) (collectively the “Section 338(h)(10) Allocation Schedule”Elections“) with respect to the purchase and sale of the stock of any Acquired Company that is a United States domestic corporation other than Orbitz, Inc., Travel Network, Inc. (the successor to Cheap Tickets, Inc.), and ▇▇▇▇.▇▇▇ (such companies the “Section 338(h)(10) Companies“), and Buyer and Seller shall deliver cooperate in the completion and timely filing of such elections in accordance with the provisions of Treasury Regulation Section 1.338(h)(10)-1 (or any comparable provisions of state, local or foreign Tax law) or any successor provision. Buyer shall, at its election, make elections under Section 338(g) of the Code (and any corresponding elections under state, local, or foreign tax law) (together with the Section 338(h)(10) Allocation Schedule Elections, the “Section 338 Elections“) with respect to the stock of any Acquired Company that is not a United States domestic corporation. For the avoidance of doubt, Buyer shall not make an election under Section 338(g) for any United States domestic corporation. Seller within five and Buyer shall determine the fair market value of the assets of all corporations in respect of whom the Section 338 Elections are made and the allocation of Purchase Price (5) days as required pursuant to regulations promulgated under Section 338 of the Code), together with applicable liabilities, among such assets in accordance with applicable law. The parties shall agree on a schedule setting forth the allocation as soon as practicable after the final determination Closing Date. None of Net Working Capital pursuant to Section 2.4Seller, Buyer or the Acquired Companies shall take any position on any Tax Return or with any Governmental Entity that is inconsistent with such allocation.

Section 338 Election. (a) With At Stockholder's option, Acquiror will join with Stockholder in making an election under Section 338 of the Code, as in effect form time to time, and any corresponding elections under state, local or foreign tax law (collectively, the "Section 338 Elections"), with respect to the purchase and sale of the Shares of Clan▇▇▇ ▇▇▇ Dexter. The parties understand and agree that, to the extent that such Section 338 Elections are made, the sale of the CompanyShares of each applicable Company will be treated for federal income tax purposes as if the applicable Company had sold all of its assets to a new corporation. At the Closing, Acquiror shall deliver to Stockholder Internal Revenue Service Form 8023 and any other state or local forms required for the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and Elections (collectively, the Seller shall cooperate with "Section 338 Forms"), each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and having been signed by Acquiror. Each of the Section 338 Forms shall to the extent possible be completed by Stockholder at or prior to the Closing. To the extent that any Tax Returns required item on a form has not been so completed, the parties shall agree at the Closing on the manner in which the item is to be filed determined, and the accountants for Stockholder shall make the determination and complete the form; provided that the accountants for Stockholder shall prepare the purchase price allocation to be used in completing the form in a manner consistent with paragraph (b) below. Acquiror shall at any time and from time to time after the Closing cooperate with Stockholder in connection with the making of such an electionSection 338 Elections, including the exchange signing by it of information any other forms in order to accomplish the Section 338 Elections. Acquiror and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller Stockholder agree to report the transfers of the Shares under this Agreement consistent with such elections the Section 338 Elections, and shall take no position positions contrary thereto unless required to do so by applicable tax lawthereto. (b) The Buyer Acquiror and Stockholder agree that the allocation for tax purposes of the Purchase Price among the Shares of each of the Companies, and the allocation for tax purposes of the amount of that purchase price and the amount of the liabilities of that Company (plus other relevant items) (the "Allocable Amount") to the categories of assets of that Company, shall be responsible as shown on SCHEDULE 6.6(B). Acquiror, the Companies, the Company Subsidiaries and Stockholder shall file all tax returns (including amended returns and claims for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayedrefund) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws information reports in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer a manner consistent with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such informationallocation. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

Section 338 Election. (ai) With If timely requested by Acquirer within the prescribed period for filing IRS Form 8023 and any similar forms required by Applicable Law (collectively, the “Section 338 Election Forms”), Acquirer and the Seller will join in making, and will take any and all actions necessary to effect, a timely and irrevocable election under Section 338(h)(10) of the Code (and the Treasury Regulations and administrative pronouncements thereunder) and any comparable provision of state, local, or foreign Applicable Law (the “Section 338 Election”) with respect to any Acquired Company (other than envisionTEC) indicated by Acquirer. Acquirer will prepare the Section 338 Elections Forms, and the Seller will cooperate with Acquirer in the preparation and filing of the Section 338 Election Forms, including signing and delivering duly completed, executed copies of such Section 338 Election Forms promptly following Acquirer’s timely request under this Section 6.13(h)(i) or, if Acquirer makes its request prior to the Closing, on the Closing Date. Acquirer and the Seller shall not take any action that could cause the Section 338 Election to be invalid, shall report the transactions contemplated by this Agreement consistent with the treatment of the Share Purchase as a “qualified stock purchase” and consistent with the Section 338 Election, and shall take no position inconsistent therewith in any Tax Return, in any proceeding before any Governmental Entity, or otherwise. The Seller will include any income, gain, loss, deduction or other Tax item resulting from the Section 338 Election on the Seller’s Tax Returns to the extent required by Applicable Law. (ii) If Acquirer requests to make the Section 338 Election pursuant to the terms of Section 6.13(h)(i) with respect to any Acquired Company (other than envisionTEC), then within ninety (90) days of the final determination of any adjustments made pursuant to Section 1.10 (b) (but no later than sixty (60) days prior to the due date for the Section 338 Election Forms), Acquirer will prepare a determination of the aggregate deemed sales price (“ADSP”) (as defined in the applicable Treasury Regulations under Section 338 of the Code) and a proposed allocation of the ADSP among the assets of such Acquired Company in a manner consistent with Sections 338 and 1060 of the Code (the “Allocation”) and will deliver the Allocation to the Seller. The Seller will, within thirty (30) calendar days of receipt of the Allocation, notify Acquirer that Seller agrees with the Proposed Allocation or will identify any comments Seller has to the Allocation. Acquirer will consider Seller’s comments to the Allocation in good faith. Acquirer will prepare consistently with the Allocation IRS Form 8883 and any similar forms required by applicable state and local Tax Laws (collectively, the “Section 338 Allocation Forms”), and promptly deliver copies of the Section 338 Allocation Forms to the Seller. If the Final Closing Consideration is adjusted pursuant to this Agreement, then the Allocation shall be adjusted in accordance with this Section 6.13(h)(ii). (iii) If Acquirer requests to make any Section 338 Election pursuant to the terms of Section 6.13(h)(i) with respect to any Acquired Company (other than envisionTEC), then, notwithstanding anything to the contrary in this Agreement, Acquirer shall promptly (and in any event within twenty (20) days after making such election or, if later, after the final determination of the Gross Up Notice pursuant to Section 6.12(h)(iv)) pay to Seller by wire transfer of immediately available funds an amount in cash equal to (A) the excess, if any, of (I) the total amount of all federal, state and local Taxes imposed upon the Seller solely by reason of the deemed sale of the Acquired Company’s assets and the deemed liquidation of the Acquired Company as a result of the Section 338 Election, over (II) the total amount of all federal, state and local Taxes which would have been required to have been paid by the Seller upon any gain the Seller would have recognized with respect to the sale of the Company, Shares to the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of if the Section 338 Forms and any Tax Returns required to be filed in connection with Election had not been made (the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law“Section 338 Gross Up”). (biv) The Buyer Seller shall be responsible for initially calculate the preparation and filing of all Section 338 Forms Gross Up amount consistent with the Allocation and provide such calculation, together with a statement describing in accordance with applicable laws and reasonable detail the manner in which such computation was made (the “Gross Up Notice”), to Acquirer no later than fifteen (15) days following the receipt of Acquirer’s request to make any Section 338 Election pursuant to the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed6.12(h)(i). The Seller Gross Up Notice shall have the opportunity to review be final and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approvedbinding on all parties unless, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days after delivery thereof to Acquirer, Acquirer delivers a written notice to the Seller of Acquirer’s objections to the Buyer’s request for such information. (c) Gross Up Notice. The aggregate consideration payable under this Agreement (as adjusted pursuant Seller and Acquirer shall use reasonable efforts to Section 2.4)resolve any disputed items on the Gross Up Notice, Liabilities of provided that if the Company Seller and other relevant items Acquirer cannot come to a mutual agreement on the Gross Up Notice, the matter shall be allocated resolved in accordance with substantially identical procedures as set forth for the resolution of disputes in Section 338(b)(5) 1.10(b)(iv). In the event of a revision to the amount of Taxes payable by the Seller as a result of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver 338 Election pursuant to a determination by a Tax Authority, the Section 338(h)(10) Allocation Schedule 338 Gross Up shall be recalculated using the same principles, assumptions and parameters used to calculate the Seller Section 338 Gross Up as set forth above, and any increase or decrease in the amount of the Section 338 Gross Up will be paid by Acquirer or the Seller, as the case may be, within five (5) days after following the final determination completion of Net Working Capital pursuant such calculation. (v) Acquirer, the Acquired Companies (other than envisionTEC), and the Seller will file all Tax Returns (including but not limited to the Section 2.4338 Election Forms and the Section 338 Allocation Forms) consistent with the Allocation and will not voluntarily take any action inconsistent therewith upon any audit or examination of any Tax Return or in any other filing or proceeding relating to Taxes; provided, however, that nothing contained herein will prevent Acquirer or the Seller from settling any proposed deficiency or adjustment with respect to Taxes by any Governmental Entity based upon or arising out of the Allocation, and neither Acquirer nor the Seller will be required to litigate before any court any proposed deficiency or adjustment with respect to Taxes by any Governmental Entity challenging the Allocation. Seller shall not, and shall cause each of envisionTEC, Gulf, and 3dbotics not to, take or fail to take any action which action (or failure to act) could reasonably be expected to result in the termination of the status of any of envisionTEC, Gulf, or 3dbotics as a validly electing “S corporation” within the meaning of Sections 1361 and 1362 of the Code or under any corresponding provisions of applicable state and local Tax laws to the extent they recognize S corporation status. (vi) Acquirer shall not make an election under Section 338(g) with respect to any Acquired Company. (vii) With respect to the Mergers, this Agreement is intended to be and is adopted as a “plan of reorganization” within the meaning of Treasury Regulations Section 1.368-2(g) and for purposes of Sections 354 and 361 of the Code.

Section 338 Election. Pentair agrees to file jointly with Buyer the election (athe "Election") With provided for by Section 338(h)(10) of the Code and the corresponding election under applicable state or local tax law with respect to the sale of the Company, the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth hereinShares. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in In connection with the making of such an electionElection: (a) Buyer and Pentair shall each provide to the other all necessary information, including information as to tax basis, to permit the exchange of information Election to be made and the joint preparation its consequences to be accurately reflected for all relevant accounting and filing of Form 8023 tax reporting purposes, and related schedules. The to take all other actions necessary to enable Buyer and Pentair to make the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax lawElection. (b) The Buyer shall be responsible for retain at Buyer's cost an appraiser to prepare a report (a "Report") appraising the preparation value of the Assets to determine the proper allocations (the "Allocations") of the "adjusted grossed-up basis" (within the meaning of Treasury Regulation section 1.338(b)-1) and filing the modified adjusted deemed sale price ("MADSP") (within the meaning of all Section 338 Forms Treasury Regulation section 1.338(h)(10)-1) among the Assets in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed338(b)(5) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Formsh)(10) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such informationCode and Treasury Regulations thereunder. Pentair and Company and their respective employees shall cooperate fully with Buyer and its appraiser in connection with the appraisal. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items Report shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) finalized no later than 120 days after the final determination Closing Date. At least 30 days before such Report is finalized, Buyer shall provide Pentair a copy of Net Working Capital pursuant the appraiser's preliminary report or indication of the Allocations. After receipt of such preliminary report or indication, Pentair shall give to Section 2.4Buyer in writing any objections or questions which Pentair may have to such preliminary report or indication, and the parties shall thereafter use their best efforts to resolve such objections or questions so that the Report is finalized no later than 120 days after the Closing Date and the Election is timely made. (d) Buyer and Pentair shall jointly prepare an IRS Form 8023-A, together with all required attachments, and the corresponding forms required or appropriate under state tax laws in a manner consistent with the Allocations. (e) As promptly as practicable after the Closing Date, Buyer and Pentair shall take all action and file all documents to effect and preserve a timely Election. (f) Pentair shall allocate the MADSP resulting from the Election in a manner consistent with the Allocations and shall not take any position inconsistent with the Election or the Allocations in connection with any Tax Return; provided, however, that Pentair may take into account its and FCH's transaction costs when calculating such MADSP. (g) Buyer shall allocate the "adjusted grossed-up basis" of the Shares among the Assets in a manner consistent with the Allocations and shall not take any position inconsistent with the Election or the Allocations in any Tax Return or otherwise; provided, however, that Buyer may add its transaction costs to the "adjusted grossed-up basis" of the Shares for purposes of allocating such costs among the Assets. (h) Pentair and Buyer acknowledge that for federal income tax purposes (and for state income tax purposes in those states whose income tax provisions follow the federal income tax treatment), the sale of the Shares to Buyer will be treated as a sale of Assets by Company to an unrelated buyer followed by a complete liquidation of Company with and into FCH, and the parties agree to report the transaction in a manner consistent with this treatment and to take no positions inconsistent with this treatment. The parties also agree that neither Buyer nor Company shall be liable for any Taxes resulting from the sale of the Shares.

Section 338 Election. (a) With Upon the written request of Acquiror to be made within 60 days of the Closing Date (i) Target and the Shareholder's Agent, on behalf of each Shareholder under the special power of attorney provided for in the Shareholder Agreements shall join with Acquiror in making a timely election under Section 338(h)(10) of the Code and any corresponding elections under state and local tax laws (collectively, the "Election") with respect to the sale of the Company, the Buyer Merger and (ii) Target and the Seller Shareholders' Agent shall jointly make cooperate with Acquiror to take all actions necessary and appropriate (including executing and filing Form 8023 and such other forms, returns, elections, schedules and other documents as may be required) to effect and preserve a Section 338(h)(10) timely Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) of the Code or any successor provisions (and all corresponding state and local tax laws). Acquiror will indemnify each Shareholder for any Taxes that may be imposed upon such Shareholder attributable to making the Election to the extent that such Taxes (i) exceed the Taxes that such Shareholder would have owed in accordance with applicable laws. The Buyer and respect of the Seller agree to cooperate in good faith with each other disposition of such Shareholder's Target Common Stock in the preparation Merger had the Election not been made, and timely filing (ii) arise from an adjustment to such Shareholder's Taxes by the IRS or other taxing authority (including any Taxes, determined on a grossed-up basis, incurred as a result of the Section 338 Forms and any Tax Returns required receipt of an indemnification payment made pursuant to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax lawsentence). (b) The Buyer In connection with the Election, Acquiror shall provide to Target a schedule, which shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms subject to the Seller at least thirty approval by Target (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld delayed or delayedwithheld) and once approved, execute and deliver to which sets forth the Buyer such documents or forms allocation (including executed Section 338 Formsthe "Acquisition Allocation Schedule") as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities Merger Consideration among the assets of the Company and other relevant items Target. Such allocation shall be allocated made in accordance with Section 338(b)(5338(h)(10) of the Code and any applicable Treasury Regulations, provided that the Treasury Regulations thereunderallocation will allocate to Target assets that would give rise to ordinary income (rather than capital gain) upon the deemed disposition of Target's assets in connection with the Election, amounts not in excess of the adjusted tax basis of such ordinary income assets. The Buyer parties hereto shall prepare such allocation (take no position inconsistent with the “Section 338(h)(10) Acquisition Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

Section 338 Election. (a) With The parties shall cooperate in jointly making an election under Section 338(h)(10) of the Code with respect to the sale acquisition of the Shares pursuant to the transactions contemplated by this Agreement. In no event shall the Seller make or permit to be made any other election under Section 338 of the Code with respect to the acquisition of the Shares pursuant to the transactions contemplated by this Agreement without the written consent of Purchaser, and in no event shall Purchaser make or permit to be made an election under Section 338(g) with respect to any deemed purchase of the Shares without the written consent of the Seller. Purchaser shall prepare and deliver to the Seller the initial version of the Form 8023 (the "Initial 8023") relating to such Section 338(h)(10) election, which version the Seller shall cause to be signed by the appropriate persons and delivered to Purchaser at the Closing; provided, however, that if within five (5) days of receiving the Initial 8023 the Seller submits to Purchaser a written objection (the "Objections Notice") to the allocation to the Company's assets of the consideration paid and deemed paid for the Shares as reflected in the Initial 8023, the provisions of subsection (b) below shall apply. If no Objections Notice is submitted to Purchaser within such five (5) day period, the allocation reflected in the Initial 8023 shall be binding on the parties, absent such adjustments as may be based on the final determination of the Company’s current assets at the time of Closing (the “Closing Current Assets”), changes in Purchaser’s financial accounting for the Buyer transaction, or an agreement among Purchaser and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax lawSeller. (b) The Buyer Following receipt by Purchaser of any Objections Notice, Purchaser and the Seller shall negotiate in good faith to resolve the objections set forth therein. If the parties fail to agree within fifteen (15) days after the delivery of the Objections Notice, then the disputed items included in the Objections Notice shall be responsible for resolved by a mutually designated accounting firm (the preparation “Accounting Referee”), whose determination shall be final and filing of binding on all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filedparties hereto. The Seller Accounting Referee shall have resolve the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms dispute within thirty (30) days after the item has been referred to it. Seller shall bear one-half of any costs incurred in connection with the retention of the Buyer’s request Accounting Referee in accordance with this Section 11.2(b), and Purchaser shall bear the other half. Purchaser shall not file the Form 8023 until the expiration of the five (5)-day period referred to in subsection (a) above or, if an Objections Notice has been received within such period, until the issues in the Objections Notice have been resolved by the parties or by the Accounting Referee; provided, however, that if for any reason the issues are not resolved prior to the due date for filing such informationForm 8023, Purchaser shall be entitled to file (and the Seller shall cooperate in filing) the Form 8023 based on the Initial 8023 (with such modifications thereto based on the final determination of Closing Current Assets, changes in Purchaser's financial accounting for the transaction, any partial determinations by the Accounting Referee, and any changes to which the parties have agreed), and in the event the form is filed prior to such resolution the parties shall attempt to amend such Form 8023 as necessary to reflect such final resolution. (c) The aggregate consideration payable under No party to this Agreement (as adjusted pursuant shall be liable to Section 2.4), Liabilities any other party in the event of any inaccuracy in the allocation to the Company's assets of the Company consideration paid and other relevant items shall deemed paid for the Shares. (d) The Parties acknowledge that if Purchaser or Seller request that an election be allocated in accordance with made under Section 338(b)(5338(h)(10) of the Code and Code, such election shall be made no later than the Treasury Regulations thereunder. The Buyer shall prepare such allocation (15th day of the “Section 338(h)(10) Allocation Schedule”) and shall deliver 9th month of the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days month beginning after the final determination of Net Working Capital pursuant to Section 2.4Effective Date.

Section 338 Election. (ai) With At the sole election of the Buyer, to be exercised within ninety (90) days after the Closing Date, the Seller Entities and Buyer will jointly complete and make an election under Section 338(h)(10) of the Code (with respect to the sale Company) on Form 8023 or in such other manner as may be required by rule or regulation of the CompanyInternal Revenue Service, and will jointly make an election in the manner required under any analogous provisions of state or local law as the Buyer will designate or as will be required, concerning the transactions contemplated by this Agreement (collectively and specifically, the “Section 338(h)(10) Election”). The Buyer will, with the assistance and cooperation of the Seller Entities, prepare all such Section 338(h)(10) forms required as attachments to Form 8023 (and all forms under analogous provisions of state or local law) in accordance with applicable Tax laws, and Buyer will deliver such forms and related documents to the Seller Entities at least sixty (60) days prior to the due date of filing. The Seller Entities will deliver to the Buyer at least forty five (45) days prior to the due date of filing copies of such completed and fully executed forms as are required to be filed under Section 338(h)(10) of the Code (and analogous provisions of state and local law). The Buyer will timely file such forms with the appropriate Tax authorities. The Buyer and Seller Entities will use commercially reasonable efforts to agree, as soon as practicable after Closing but in no event later than one hundred twenty (120) days following the Closing Date (subject to the dispute resolution mechanism described in clause (ii) below), on the computation of the modified aggregate deemed sale price (“MADSP”) (as defined under U.S. Department of Treasury Regulations). (ii) The Seller Entities and the Buyer agree that the Buyer will perform or cause to be performed an initial valuation of assets and allocation of the Purchase Price for purposes of Section 338 of the Code at the sole cost and expense of the Buyer. The Buyer will provide the Seller Entities with drafts of such valuation of assets and allocation of MADSP (which will be prepared on a basis consistent with this Section 9(j)) within seventy-five (75) days after the Closing Date. The Seller Entities will have forty five (45) days to provide the Buyer with any objections to such drafts. If the Seller Entities object to the computation or allocation by the Buyer of such amounts, and the Buyer and Seller Entities are unable to reach agreement on the computation or allocation within thirty (30) business days after notification by the Seller Entities of its objection, the Buyer and the Seller shall Entities will jointly engage an Independent Accountant to resolve the disagreement (such resolution to be final and binding upon the Parties) within ten (10) days thereafter. Any fee payable to the Independent Accountant in connection with this Section 9(j) will be shared equally by the Seller Entities and the Buyer. The valuation and allocations determined pursuant to this Section 9(j) will be used for purposes of all relevant Tax Returns, reports and filings. (iii) In the event the Buyer decides to make a Section 338(h)(10) Election in accordance with applicable laws respect to the purchase of the Company Shares, then the Buyer hereby agrees to indemnify and hold the Seller harmless from any incremental tax liability imposed upon the Seller as set forth hereina result of such election. The Buyer and amount of the indemnity (the “338 Indemnity Amount”) shall be equal to the amount that the Purchase Price must be increased to result in the Seller shall cooperate with each other and take all necessary steps receiving the same after-Tax cash benefit (prior to properly make any reduction for a consolidated return net operating loss) as would result if the Section 338(h)(10) Election in accordance with applicable lawswas not made. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for pay the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms Indemnity Amount within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities receipt of notice by Seller of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) calculation of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4338 Indemnity Amount.

Section 338 Election. (a) With respect to the sale EFT's acquisition of the CompanyCorporation Shares, EFT may give written notice to Shareholder within 90 days after the Buyer and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps Closing Date of its intention to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with require the making of such an electionelection under Section 338 ("Section 338 Election") of the Internal Revenue Code of 1986, including as amended (the exchange of information "Code"), with respect to the Corporation. In that event, Shareholder and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to Purchaser will report the transfers under this Agreement consistent with any Section 338 Elections (and shall make any such elections available election under any substantially similar state or local law), and shall take no position contrary thereto unless required to do so by applicable tax lawa "determination" (as defined in Section 1313 of the Code, or similar provision of state and local laws). (bi) The Buyer EFT shall be responsible for the preparation and filing of all forms related to or required by any Section 338 Forms in accordance with applicable laws and Elections (or similar state or local elections) ("Section 338 Forms"), and, to the terms of this Agreement and extent necessary, EFT shall deliver such Section 338 Forms to Shareholder together with the Seller at least thirty (30) days prior notice of its intent to require the date such making of a Section 338 Forms are required to be filedElection. The Seller Shareholder shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to EFT the Buyer information required to complete such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such informationupon receipt thereof. (cii) The aggregate consideration payable If EFT makes an election under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5338(h)(10) of the Code and the Treasury Regulations thereunder. The Buyer pursuant to this section 7.6(a), EFT shall prepare such submit to Shareholder for its approval, which approval shall not be unreasonably withheld, an allocation proposal (the “"Allocation Proposal") prior to the making of such Section 338(h)(10) Allocation Schedule”) and shall deliver election, concerning the computation of Modified Aggregate Deemed Sale Price ("MADSP"), as defined under the regulations applicable to the Section 338(h)(10) election, of the assets subject to a Section 338(h)(10) election, and the allocation of such MADSP among such assets as of the Closing Date. EFT and Shareholder agree, and will cause their subsidiaries, to act in accordance with the approved Allocation Schedule Proposal, including with respect to the Seller within five Section 338(h)(10) forms. (5iii) days after EFT agrees to bear the final determination administration cost and out-of-pocket expenses, including reasonable attorneys' fees, of Net Working Capital preparing any Section 338 Election made pursuant to Section 2.4this Agreement.

Section 338 Election. (a) With respect to the sale and acquisition of the CompanyRover pursuant to this Agreement, the Buyer Newquay shall, or shall cause one or more of its Affiliates to, join with Pluto or one or more of its Affiliates in making a timely, effective and the Seller shall jointly make a irrevocable election under Section 338(h)(10) of the Code (and any corresponding elections under any applicable state and local Requirements of Law) with respect to the purchase and sale of the issued and outstanding shares of capital stock of Rover (each a “Rover Election” and collectively, the “Rover Elections”). At least ten (10) days prior to the Closing Date, Pluto and Newquay shall agree on the form and content of the Forms 8023 on which each such Rover Election shall be made, and at or prior to the Closing, Newquay shall deliver to Pluto and Pluto shall deliver to Newquay properly executed and mutually agreed upon Forms 8023 with respect to Rover containing information then available, which Pluto shall file or cause to be filed with the IRS as soon as reasonably practicable after the Closing. The Parties shall cooperate to prepare and timely file, or cause to be prepared and timely filed, the IRS forms required to be filed in connection with each Rover Election pursuant to this Section 8.3(a), including IRS Forms 8023 and Forms 8883 and any other required forms or schedules thereto and any similar forms necessary to effectuate the Rover Elections under applicable state and local Requirements of Law (collectively, the “Section 338(h)(10) Forms”). Pluto shall provide Newquay with final copies of any such Section 338(h)(10) Forms filed by Pluto and other documentation confirming their filing not later than fifteen (15) days after such forms are filed. (b) Within forty-five (45) days following the date that the Rover Adjustment Amount is finally determined pursuant to Section 3.2, Pluto shall provide or cause to be provided to Newquay (A) an allocation, for Tax purposes, of the total consideration paid to Newquay by Pluto and its Affiliates pursuant to this Agreement for the Rover Equity Interest among Rover’s assets in accordance with applicable laws Sections 338 and as 1060 of the Code (the “Rover Allocation Schedule”), and (B) a complete set forth hereinof draft IRS Forms 8883 (and any comparable forms required to be filed under state or local Requirements of Law with respect to Taxes) and any additional data or materials required to be attached to Form 8883 pursuant to the U.S. Treasury Regulations promulgated under Section 338 of the Code. The Buyer Rover Allocation Schedule shall be deemed final unless, within sixty (60) days after delivery thereof, Newquay notifies Pluto in writing that Newquay objects to the draft Rover Allocation Schedule, in which case Pluto and Newquay shall negotiate in good faith to resolve any such dispute with respect to the Seller draft Rover Allocation Schedule. Any disputes that Pluto and Newquay are unable to resolve shall cooperate with each other be resolved by the Accountant pursuant to Section 8.7. (c) Each of Pluto and Newquay shall, and shall cause its respective Affiliates to, take all actions necessary steps and appropriate to properly make a effect the Rover Elections in accordance with the provisions of Section 338 of the Code and any applicable U.S. Treasury Regulations (and any comparable provisions of state or local Requirements of Law with respect to Taxes) or any successor provisions, including (as applicable) signing and timely filing the Section 338(h)(10) Election in accordance with applicable lawsForms and any additional forms. The Buyer To the extent permissible pursuant to the Requirements of Law, each of Pluto and the Seller agree to Newquay shall, and shall cause its respective Affiliates to, cooperate in good faith with each other in the preparation and timely filing of any (i) corrections, amendments or supplements to the Section 338 338(h)(10) Forms and any Tax Returns required to be filed in connection with the making of such an election, (including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer Form 8883) and (ii) state or local forms or reports that are necessary or appropriate for purposes of complying with the Seller agree requirements for making any state or local election that is comparable to the Rover Election. (d) Each of Pluto and Newquay shall, and shall cause its respective Affiliates to, report the transfers under sale and acquisition, respectively, of the stock of Rover pursuant to this Agreement consistent with such elections the Rover Elections made pursuant to Section 8.3(a), the Rover Allocation Schedule (as finally agreed pursuant to Section 8.3(b)) and any Section 338(h)(10) Forms and shall take no position to the contrary thereto unless required to do so by applicable tax lawin any Tax Return, or in any proceeding before any Governmental Authority or otherwise. (be) The Buyer Neither Pluto, Newquay nor any of their respective Affiliates shall be responsible take any action to modify any of the forms or reports (including any corrections, amendments or supplements thereto) that are required for the preparation making of a Rover Election and any comparable elections under state or local Requirements of Law with respect to Taxes after their execution or to modify or revoke any Rover Election following the filing of all Section 338 the Forms in accordance with applicable laws 8023 without the prior written consent of Pluto and Newquay, as the terms of this Agreement and case may be, which consent shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld withheld, delayed or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such informationconditioned. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

Section 338 Election. (ai) With At the sole election of the Buyer, to be exercised within ninety (90) days after the Closing Date (or such other time specified by the Buyer, but subject to the time limitations set forth below), the Seller and/or the Parent, as appropriate, and the Buyer will jointly complete and make an election under Section 338(h)(10) (with respect to the sale Company and/or its Subsidiaries) of the CompanyCode (the "338(h)(10) Election") on Form 8023 or in such other manner as may be required by rule or regulation of the Internal Revenue Service, and at the sole election of the Buyer, the Seller and/or the Parent, as appropriate, will jointly make an election in the manner required under any analogous provisions of state or local law as the Buyer will designate or as will be required, concerning the transactions contemplated by this Agreement. The Buyer will, with the assistance and cooperation of the Seller, prepare all such Section 338(h) (10) forms required as attachments to Form 8023 (and all forms under analogous provisions of state or local law) in accordance with applicable Tax laws, and Buyer will deliver such forms and related documents to the Seller at least forty-five (45) days prior to the due date of filing. The Seller will deliver to the Buyer at least fifteen (15) days prior to the due date of filing copies of such completed and fully executed forms as are required to be filed under Section 338(h)(10) of the Code (and analogous provisions of state and local law). The Buyer will timely file such forms with the appropriate Tax authorities. The Buyer and the Seller shall jointly make a Section 338(h)(10will use their best efforts to agree, as soon as practicable after Closing but in no event later than one hundred twenty (120) Election in accordance with applicable laws and days following the Closing Date, on the computation of the modified aggregate deemed sale price ("MADSP") (as set forth hereindefined under U.S. Department of Treasury Regulations). The Buyer and the Seller shall each file a consistent Form 8883 within the time period required pursuant to the Code and regulations thereunder. The Seller agrees to cooperate with each other the Buyer in making the required elections and take all necessary steps filing the applicable forms with respect to properly make a the Section 338(h)(10) Election in accordance with applicable lawsand required state and local filings. (ii) The Seller and Buyer agree that Buyer will perform or cause to be performed an initial valuation of assets and allocation of the Purchase Price for purposes of Section 338 of the Code at the sole cost and expense of the Buyer. The Buyer will provide the Seller with drafts of such valuation of assets and allocation of MADSP (which will be prepared on a basis consistent with this Section 9(k) hereto) and the proposed Form 8883 within one hundred twenty (120) days after the Closing Date. Seller will have forty-five (45) days to provide the Buyer with any objections to such drafts. If the Seller objects to the computation or allocation by the Buyer of such amounts, and the Buyer and Seller are unable to reach agreement on the computation or allocation within thirty (30) business days after notification by the Seller of its objection, the Buyer and the Seller agree will jointly engage an independent national accounting firm to cooperate in good faith with each other in resolve the preparation and timely filing of the Section 338 Forms and any Tax Returns required disagreement (such resolution to be filed in connection with final and binding upon the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (bParties) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery thereafter. Any fee payable to the independent accounting firm engaged by the Buyer and the Seller as provided above will be shared equally by the Seller and the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted valuation and allocations determined pursuant to this Section 2.49(k) will be used for purposes of all relevant Tax Returns, reports and filings. In the event of a 338(h), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

Section 338 Election. (a) With Sellers shall provide such cooperation and assistance as Buyer may reasonably request, from time to time, with respect to Buyer Cdn making an election under Code Section 338(g) (and any corresponding election under U.S. state or local law) (collectively, a "Section 338 Election") with respect to the purchase by Buyer Cdn of the capital stock of PTH or PTGH hereunder. If Buyer Cdn makes such Section 338 Election, Buyer shall pay to each Seller the amount of consideration, if any, necessary to cause such Seller's net proceeds from the sale of the Companycapital stock of PTH or PTGH hereunder, as the case may be, to be equal to the after-Tax net proceeds that such Seller would have received had such Section 338 Election not been made, taking into account all appropriate federal, state, local and foreign Tax implications (the "Tax Adjustment"). Sellers' Representative shall provide Buyer with a schedule computing the amount of the Tax Adjustment within 20 days after Buyer has informed it in writing that Buyer Cdn has made such Section 338 Election. In making such calculations, the highest applicable federal, state, local or foreign income tax rates applicable to each Seller based on (a) such Seller's character (e.g., natural person, corporation, etc.), (b) county and state or province of residence, and (c) character of the income recognized, shall be used. Buyer and shall have 15 Business Days to consider such schedule and, if it disagrees with the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as calculation, the procedure for resolving disagreements set forth hereinat Section 2.2.4.3 shall be followed. The Buyer and the Seller shall cooperate with each other and take all necessary steps pay to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing Sellers' Representative on behalf of the respective Sellers the aggregate amount of the Tax Adjustment for each Seller within 15 Business Days after the Tax Adjustment for all Sellers has been finally determined. For the avoidance of doubt, no election under Code Section 338 Forms or any similar election under state, local or non-US law, shall be made with respect to the acquisition of AAI and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers APH under this Agreement consistent with such elections without the prior written consent of Sellers' Representative, which consent may be withheld in Sellers' Representative's sole and shall take no position contrary thereto unless required to do so by applicable tax lawabsolute discretion. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

Section 338 Election. (a) With Purchaser shall have the right, at Purchaser's option, to have a joint election under Code Section 338(h)(10) made with respect to the sale and purchase of the CompanyShare pursuant to this Agreement, the Buyer provided that Purchaser notifies Seller prior to September 1, 1998, of Purchaser's intention to exercise such right; otherwise, Purchaser shall be deemed to have waived such right. If Purchaser notifies Seller that Purchaser shall exercise this right, then Purchaser and the Seller shall jointly make a Code Section 338(h)(10) Election election with respect to the sale and purchase of the Share, including any elections under analogous provisions under state law. All such elections shall be filed by Purchaser and Seller within a reasonable time period in accordance with the applicable laws and as set forth herein. The Buyer and regulations under the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election Code, but in accordance with applicable laws. The Buyer and no event later than the Seller agree to cooperate in good faith with each other in the preparation and timely filing 15th day of the Section 338 Forms and any Tax Returns required to be filed 9th month beginning after the month in which occurs the Closing Date. In connection with the making of such an election, including Purchaser shall complete, and Purchaser and Seller shall jointly cause to be filed with the exchange of information and the joint preparation and filing of IRS, Form 8023 and (including related schedules). (b) Purchaser shall have the right to allocate the Purchase Price to the assets of Company, which allocation shall be made in accordance with the requirements of the Code, applicable regulations under the Code and case law. The Buyer Purchaser and Seller shall be bound by such allocation for all purposes, including, the preparation of all federal, state, and local Tax Returns. Purchaser and Seller agree shall, and shall cause their respective Affiliates to, prepare and file all Returns (as defined in Section 15.12(b)) in a manner that reflects the amount of the Purchase Price allocated to report the transfers under this Agreement consistent each of Company's assets in accordance with such elections allocation, and shall to take no Tax Return or other position contrary thereto unless required to do so pursuant to a final determination by applicable tax law. (b) The Buyer the Appeals Office of the IRS or similar appellate authority of any other Taxing authority; provided that if so required Purchaser or Seller, as the case may be, shall be responsible only take such contrary position for purposes of the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms Taxing authority requiring such contrary position, which, for purposes of this Agreement Section 15.11(b) includes any other Taxing authority which as a matter of law requires an adjustment to Taxes solely as a result of such final determination. Purchaser shall indemnify Seller for any interest and shall deliver penalties imposed on Seller as a result of such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filedallocation. The Seller shall have take no action that would prevent Seller from filing a consolidated federal Income Tax Return in the opportunity to review year that includes the Closing Date, or take any action that would prevent Purchaser and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.from filing a valid Code

Section 338 Election. (ai) With respect to the sale of the CompanyAt GID's election, the Buyer GID may make, and the Seller shall jointly make a join GID in making, an election under Section 338(h)(10) of the Code (the "Election") with respect to MTC and any comparable election under state or local Tax law. Seller shall cooperate with GID in the completion and timely filing of such Election in accordance with applicable laws and as set forth hereinthe provisions of Treasury Regulation Section 1.338(h)(10)-1 (or any comparable provisions of state or local Tax law) or any successor provision. The Buyer and the Seller shall cooperate with each other and take provide all necessary steps information in Seller's possession to properly permit the Election to be made. Should GID make a such Election, GID and Seller shall act together in good faith to (i) determine and agree upon the amount of the Modified Aggregate Deemed Sales Price (the "MADSP")(within the meaning under Treasury Regulation Section 338(h)(101.338(h)(10)-1(f)) Election and (ii) agree upon the proper allocations (the "Allocations") of the MADSP among the assets of MTC in accordance with applicable lawsTreasury Regulation Section 1.338(h)(10)-1(f). The Buyer GID and Seller will calculate the gain or loss, if any, resulting from the Election in a manner consistent with the Allocations and will not take any position inconsistent with the Election or the Allocations in any tax return or otherwise. If an Election is made, GID and Seller agree to cooperate in good faith with each other in that the preparation and timely filing of the Section 338 Forms and any Tax Returns required to forms shall be filed in connection with the making of such an election, including appropriate tax authorities not earlier than 45 days before the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible latest date for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at thereof. At least thirty (30) 90 days prior to the latest date such Section 338 Forms are required for the filing of each form, GID shall prepare and submit to Seller a draft of each form. No party thereto shall file any form unless it shall have obtained the consent of the other party hereto, which consent shall not be filedunreasonably withheld. The On or prior to the thirtieth day after the Seller's receipt of a draft form, Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer GID its consent to such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such informationfiling. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.

Section 338 Election. (a) With respect to In connection with the sale of the CompanyShares contemplated hereby, at the election of the Seller, the Buyer parties shall cause an express election pursuant to Section 338(h)(10) of the Code to be made for the Company and its Subsidiaries for U.S. federal income Tax purposes, and shall cause similar elections to be made where appropriate for state Tax purposes, and shall comply with the rules and regulations applicable to such elections. For purposes of making such elections, the Purchaser and the Seller shall jointly make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and reasonably cooperate to determine the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing value of the Section 338 Forms tangible and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities intangible assets of the Company and other relevant items its Subsidiaries and shall be allocated timely jointly prepare an allocation of the Purchaser’s “adjusted grossed-up basis” in accordance the Shares (within the meaning of the Regulations under Section 338 of the Code) among such assets, in a manner consistent with Section 338(b)(5) Sections 338 and 1060 of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation thereunder (the “Allocation”). The Allocation shall be binding upon the Purchaser and the Seller for purposes of allocating the “aggregate deemed selling price” (within the meaning of the Regulations) among the assets of the Company and its Subsidiaries, and neither party shall file any Tax Return, or take a position with a Tax authority, that is inconsistent with the Allocation. Each party agrees to cooperate with the other in the preparation of IRS Form 8594 or any similar form required by a state taxing authority in connection with a Section 338(h)(10) election and to furnish the other party with a copy of such form or forms prepared in draft form within a reasonable period before its filing due date. If the Seller and the Purchaser do not reach a written agreement as to the Allocation Schedule”prior to the 90th day after the Closing Date or, with respect to any revision of the Allocation, within a reasonable period of time (which shall be presumed to be 30 days), then either the Seller or the Purchaser may by notice to the other submit to the Independent Accounting Firm for resolution, in accordance with the procedural principles of Section 2.06(c) and shall deliver this Section 7.09, of the Section 338(h)(10) Allocation Schedule dispute as to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4Allocation.

Section 338 Election. (a) With At the request and sole expense of the Purchaser, the Seller (and any other necessary Person) shall assist the Purchaser in determining whether an election or elections under Section 338 of the Code (and any corresponding election under state, local, and non-US Law) (each a “Section 338 Election”) with respect to the sale actual or constructive acquisition of the CompanyShares of the Company or any other Acquired Company pursuant to this Agreement can be made without unreasonable cost, expense, time or effort by the Seller. For the avoidance of doubt, the Buyer Seller shall have no obligation to assist Purchaser in making this determination if this would require an unreasonable amount of time or effort by the Seller or otherwise interfere with Seller’s operations, to be determined by Seller in its own discretion. If the Purchaser and the Seller shall jointly mutually agree that the Purchaser may make a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer 338 Election, then the Purchaser, the Seller, and the Seller Acquired Companies shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement transaction consistent with such elections Section 338 Elections and shall not to take any action that could cause such Section 338 Elections to be invalid, and shall take no position contrary thereto unless thereto. In the event that the Purchaser and Seller agree that the Purchaser may make a Section 338 Election, without limiting the foregoing, the Seller shall cooperate with the Purchaser to properly complete, duly execute and timely file any required to do so IRS Form 8023 (and any corresponding state, local or non-US form) within the time period required by applicable tax lawLaw. (b) The Buyer shall be responsible for In the preparation event that the Purchaser and filing of all the Seller agree that the Purchaser may make a Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated Election in accordance with Section 338(b)(5) 7.05(a), then the Purchaser shall deliver to the Seller an allocation of the Final Purchase Price (and other applicable amounts for Tax purposes), which allocation shall be reasonably acceptable to the Seller, among the assets of the Acquired Companies in accordance with Section 338 and Section 1060 of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation thereunder (and any similar provision of applicable state, local or non-US Law) (the “Section 338(h)(10) Purchase Price Allocation”). Each party shall prepare and file, and cause its Affiliates to prepare and file, all required Tax Returns on a basis consistent with the Purchase Price Allocation Schedule”(including any required IRS Form 8883 and any similar state, local or non-US forms) and shall take no position, and cause its Affiliates to take no position, inconsistent with the Purchase Price Allocation on any Tax Return or in any audit or other Action with respect to Taxes or otherwise. In the event that the Purchase Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other party of such dispute, and each party shall use commercially reasonable efforts to defend such Purchase Price Allocation in any audit or other Action and not to settle or otherwise dispose of such audit or other Action without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed). (c) In the event that the Purchaser and Seller agree that the Purchaser may make a Section 338 Election, as soon as practicable (but no later than thirty (30) days) after delivery of the Purchase Price Allocation pursuant to Section 7.05(b), the Seller shall deliver to the Purchaser for review and comment a detailed draft schedule calculating the amount of additional consideration on a “with and without” basis that the Purchaser would need to pay in order to cause the Seller’s after-Tax proceeds from the transactions contemplated under this Agreement, with all requested Section 338(h)(10338 Elections assumed being made, to be equal to the after-Tax net proceeds that the Seller would have received from such transactions, without any Section 338 Election being made, taking into account the U.S. federal, state, local and non-US Income Tax consequences of each requested Section 338 Election as appropriate. The Seller shall provide the Purchaser with all such information as is reasonably requested with respect to the calculation of such amounts. All reasonable comments of the Purchaser shall be considered in good faith by the Seller and, if agreed to by the Seller, incorporated into the calculation of such amounts as finalized (the finalized amount, the “Section 338 Tax Adjustment Amount”). (d) Allocation Schedule If any Section 338 Election is made in accordance with this Section 7.05, the Purchaser shall pay the applicable Section 338 Tax Adjustment Amount to the Seller within no later than five (5) days after prior to the final determination due date (including any extension) for the filing of Net Working Capital pursuant to Section 2.4its U.S. federal Income Tax Return for the taxable year that includes the Closing Date.

Section 338 Election. (a) With respect to Truist and its Affiliates, on the sale of the Companyone hand, and the Buyer Entities and their Affiliates, on the Seller other, shall jointly make join in making a timely election under Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing of the Section 338 Forms and any Tax Returns required to be filed in connection with the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such information. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The thereunder (and any corresponding or similar provision of state or local Tax Law) with respect to the Buyer shall prepare such allocation Entity 1’s purchase of the Truist Partners Stock (the “Section 338(h)(10) Allocation ScheduleElection”). Truist shall prepare or cause to be prepared a properly completed IRS Form 8023 and any similar forms required by applicable state or local Tax Law (collectively the “Section 338 Election Forms”) and shall deliver a draft of the Section 338(h)(10) Allocation Schedule 338 Election Forms to Buyer Entity 1 at least five Business Days prior to the Seller within five (5) days after Closing Date. Buyer Entity 1 shall be entitled to review and comment on such draft Section 338 Election Forms and Truist shall revise such draft Section 338 Election Forms in accordance with the final Buyer Entities’ reasonable comments. On the Closing Date, Truist shall provide to Buyer Entity 1 such Section 338 Election Forms, properly executed by Truist and/or its applicable Affiliate(s). Buyer Entity 1 shall execute and file the Section 338 Election Forms with the IRS and any other applicable Taxing Authority and shall provide Truist with a copy of such filings. Promptly following the determination of Net Working Capital the Final Section 338 Allocation pursuant to ‎Section 6.05, Buyer Entity 1 shall prepare consistently with the Final Section 2.4338 Allocation an IRS Form 8883 and any similar forms required by applicable state and local Tax Law with respect to Truist Partners (the “Section 338 Allocation Forms”), and deliver a copy of the Section 338 Allocation Forms to Truist, and Buyer Entity 1, Truist Partners and Truist shall file, or cause their respective Affiliates to file, the Section 338 Allocation Forms in the manner required by applicable Tax Law. If the Buyer Entities designate a Buyer Entity other than Buyer Entity 1 as the purchaser of the Truist Partners Stock following the date hereof, references in this Section 6.10 to Buyer Entity 1 shall be understood to refer to such designated Buyer Entity.

Section 338 Election. (ai) With At the sole election of the Buyer, to be exercised within ninety (90) days after the Closing Date (or such other time specified by the Buyer, but subject to the time limitations set forth below), the Seller and/or the Parent, as appropriate, and the Buyer will jointly complete and make an election under Section 338(h)(10) (with respect to the sale Company and/or its Subsidiaries) of the CompanyCode (the “338(h)(10) Election”) on Form 8023 or in such other manner as may be required by rule or regulation of the Internal Revenue Service, and at the sole election of the Buyer, the Seller and/or the Parent, as appropriate, will jointly make an election in the manner required under any analogous provisions of state or local law as the Buyer will designate or as will be required, concerning the transactions contemplated by this Agreement. The Buyer will, with the assistance and cooperation of the Seller, prepare all such Section 338(h) (10) forms required as attachments to Form 8023 (and all forms under analogous provisions of state or local law) in accordance with applicable Tax laws, and Buyer will deliver such forms and related documents to the Seller at least forty-five (45) days prior to the due date of filing. The Seller will deliver to the Buyer at least fifteen (15) days prior to the due date of filing copies of such completed and fully executed forms as are required to be filed under Section 338(h)(10) of the Code (and analogous provisions of state and local law). The Buyer will timely file such forms with the appropriate Tax authorities. The Buyer and the Seller shall jointly make a Section 338(h)(10will use their best efforts to agree, as soon as practicable after Closing but in no event later than one hundred twenty (120) Election in accordance with applicable laws and days following the Closing Date, on the computation of the modified aggregate deemed sale price (“MADSP”) (as set forth hereindefined under U.S. Department of Treasury Regulations). The Buyer and the Seller shall each file a consistent Form 8883 within the time period required pursuant to the Code and regulations thereunder. The Seller agrees to cooperate with each other the Buyer in making the required elections and take all necessary steps filing the applicable forms with respect to properly make a the Section 338(h)(10) Election in accordance with applicable lawsand required state and local filings. (ii) The Seller and Buyer agree that Buyer will perform or cause to be performed an initial valuation of assets and allocation of the Purchase Price for purposes of Section 338 of the Code at the sole cost and expense of the Buyer. The Buyer will provide the Seller with drafts of such valuation of assets and allocation of MADSP (which will be prepared on a basis consistent with this Section 9(k) hereto) and the proposed Form 8883 within one hundred twenty (120) days after the Closing Date. Seller will have forty-five (45) days to provide the Buyer with any objections to such drafts. If the Seller objects to the computation or allocation by the Buyer of such amounts, and the Buyer and Seller are unable to reach agreement on the computation or allocation within thirty (30) business days after notification by the Seller of its objection, the Buyer and the Seller agree will jointly engage an independent national accounting firm to cooperate in good faith with each other in resolve the preparation and timely filing of the Section 338 Forms and any Tax Returns required disagreement (such resolution to be filed in connection with final and binding upon the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (bParties) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery thereafter. Any fee payable to the independent accounting firm engaged by the Buyer and the Seller as provided above will be shared equally by the Seller and the Buyer. The Seller shall provide valuation and allocations determined pursuant to this Section 9(k) will be used for purposes of all relevant Tax Returns, reports and filings. In the event of a 338(h)(10) Election, the gain or loss from the deemed asset sale will be included in the Parent Consolidated Group’s Income Tax Return. (iii) In the event the Buyer decides to make an election pursuant to Section 338 of the Code (or any subdivision thereof) or any election pursuant to comparable state statutes with such information as respect to the purchase of the Stock, then the Buyer reasonably requests hereby agrees, notwithstanding any representation, warranty or other provision in order this Agreement to prepare the contrary to indemnify and hold the Seller harmless from any incremental tax liability imposed upon the Seller as a result of such election. The amount of the indemnity (the “338 Indemnity Amount”) shall be equal to the amount that the Purchase Price must be increased to result in the Seller receiving the same after-Tax cash benefit (prior to any reduction for a consolidated return net operating loss) as would result if the Section 338 Forms election was not made, taking into account the consequences of such election with respect to both federal and state Taxes. Buyer shall pay the 338 Indemnity Amount within thirty (30) days of receipt of notice by Seller of the Buyer’s request for such information. (c) The aggregate consideration payable under calculation of the 338 Indemnity Amount. Notwithstanding any provision in this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after contrary, the final determination of Net Working Capital pursuant to Section 2.4338 Indemnity Amount shall not exceed $500,000.00.

Section 338 Election. (a) With The Purchaser agrees that, if requested by Dominion, it shall cooperate with Dominion in making an election under Section 338 of the Internal Revenue Code of 1986 with respect to the sale of the CompanyShares, provided that Dominion shall indemnify the Buyer and the Seller shall jointly make Purchaser for any costs or increase in tax liability incurred as a Section 338(h)(10) Election in accordance with applicable laws and as set forth herein. The Buyer and the Seller shall cooperate with each other and take all necessary steps to properly make a Section 338(h)(10) Election in accordance with applicable laws. The Buyer and the Seller agree to cooperate in good faith with each other in the preparation and timely filing result of making the Section 338 Forms election. Upon receiving such request, the Purchaser shall, having made reasonable enquiries, notify Dominion of any liabilities which are likely to give rise to a claim under such indemnity and upon receiving such notification, Dominion may withdraw the relevant request. 9 Access to Records The Purchaser acknowledges that the Vendors and their accountants and any Tax Returns competent regulatory body will require access to the books and records of the Group Companies after Completion in order to enable the Vendors to prepare their accounts, to avail themselves of any US tax credit for foreign taxes paid and to file any returns or provide any information required by any regulatory body and to be filed defend any returns and to participate in any audit on such returns. The Purchaser shall give, and shall procure that the relevant Group Companies give, all such information and assistance, including access to premises and personnel, and the right to examine and copy any accounts, documents and records of the relevant Group Companies as the Vendors or their accountants may reasonably request subject to the Vendors and/or their accountants giving such undertaking relating to the maintenance of confidentiality as the Purchaser shall reasonably require. 10 Other Provisions 10.1 Following Completion, Dominion and the Vendors undertake to the Purchaser to use reasonable endeavours to obtain the release of each Group Company from any Intra-Group Guarantees to which it is a party and, pending such release, to indemnify the relevant Group Company against all amounts paid by it after the date of the Agreement to any third party pursuant to any such Intra-Group Guarantee in respect of any liability of any member of the Retained Group (and all Costs incurred in connection with such liability) arising on or after the making of such an election, including the exchange of information and the joint preparation and filing of Form 8023 and related schedules. The Buyer and the Seller agree to report the transfers under this Agreement consistent with such elections and shall take no position contrary thereto unless required to do so by applicable tax law. (b) The Buyer shall be responsible for the preparation and filing of all Section 338 Forms in accordance with applicable laws and the terms date of this Agreement and shall deliver such Section 338 Forms to the Seller at least thirty (30) days prior to the date such Section 338 Forms are required to be filed. The Seller shall have the opportunity to review and approve such documents or forms (such approval not to be unreasonably withheld or delayed) and once approved, execute and deliver to the Buyer such documents or forms (including executed Section 338 Forms) as are required by any laws in order to properly complete the Section 338 Forms within ten (10) days of delivery by the Buyer. The Seller shall provide the Buyer with such information as the Buyer reasonably requests in order to prepare the Section 338 Forms within thirty (30) days of the Buyer’s request for such informationAgreement. (c) The aggregate consideration payable under this Agreement (as adjusted pursuant to Section 2.4), Liabilities of the Company and other relevant items shall be allocated in accordance with Section 338(b)(5) of the Code and the Treasury Regulations thereunder. The Buyer shall prepare such allocation (the “Section 338(h)(10) Allocation Schedule”) and shall deliver the Section 338(h)(10) Allocation Schedule to the Seller within five (5) days after the final determination of Net Working Capital pursuant to Section 2.4.