Common use of Tax Allocation Clause in Contracts

Tax Allocation. Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5.

Tax Allocation. Within thirty (30) days following Prior to the Closing, Buyer Seller and Purchaser shall prepare or cause cooperate in good faith to be prepared and shall deliver to Seller determine a draft reasonable allocation of the Base Purchase Price total consideration paid for the Transferred Assets, as adjusted finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a the “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose and Purchaser shall cooperate in good faith to Buyer in writing any objections or proposed changes mutually agree to such draft Purchase Price Allocation allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and in the event that no such changes are proposed in writing all attachments required to Buyer within such time periodbe filed therewith), Seller which forms and statements will be deemed to have agreed to, and accepted, prepared in a manner consistent with the Purchase Price Allocation). In Seller and Purchaser shall file timely such forms and statements with the event of objections Internal Revenue Service or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the other Governmental Authority. The Purchase Price Allocation, in accordance with requirements of Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection . Seller and Purchaser shall not file any Tax Return or proposed changes from Seller. If Buyer and Seller are unable other documents or otherwise take any position with respect to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent Taxes that is inconsistent with such allocations set forth on the Purchase Price Allocation so finalizedAllocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation promptly inform one another of any filings relating challenge by any Governmental Authority to the allocation, any allocation made pursuant to this Section 3.52.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

Tax Allocation. Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base The Purchase Price as adjusted pursuant to Section 3.3, prepared shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Treasury Regulations issued thereunder Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and any similar provision (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of state, local or foreign law, as appropriate) (each such allocation, a “the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). Within ten No later than one hundred twenty (10120) days after the receipt of such draft Purchase Price AllocationClosing Date, Seller will propose and Purchaser shall endeavor to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in agree on the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Proposed Allocation). In the event of objections or proposed changes, Buyer that Seller and Purchaser have not so agreed by such date Purchaser and Seller will attempt shall negotiate in good faith to resolve any differences between them the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with respect to the Purchase Price AllocationAllocation Framework, in accordance with requirements by an independent, nationally recognized firm of Section 1060 accountants mutually selected by the Parties. The allocation of the Codetotal consideration, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be as agreed upon by Buyer Purchaser and Seller each acting reasonablyor determined by a firm of accountants under this Section 37, for resolution. Promptly, but by no later than ten (10the “Final Allocation”) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive final and binding upon the Parties. The Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the independent accounting firm in respect of extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such report shall other form or statement as may be paid one-half required by Buyer and one-half by Seller. Buyer and Seller shall reportapplicable law, actrule or regulation, and file in all respects and for all any comparable state or local income Tax purposes (including the filing of Internal Revenue Service Form 8594) form, in a manner consistent with such allocations set forth the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the Purchase Price Allocation so finalizedsale and the determination by Purchaser of its Tax basis with respect to same, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and (c) neither Purchaser nor Seller shall reasonably cooperate file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request Final Allocation agreed to assist in the preparation of any filings relating to the allocation, pursuant to accordance with this Section 3.5Agreement.

Tax Allocation. Within thirty (30a) No later than 30 days following after the Closingresolution of the Final Net Working Capital, Buyer shall prepare or cause to be prepared and shall deliver provide a schedule to Seller a draft setting forth in reasonable detail an allocation of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared purchase price among the assets of the Company in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a allocation shall be the “Purchase Price Draft Allocation”). . (b) Within ten (10) 30 days after the receipt of such draft Purchase Price the Draft Allocation, Seller will propose shall provide notice to Buyer in writing of any objections or proposed changes dispute as to such draft Purchase Price the Draft Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocationor any portion thereof). In If Seller timely disputes the event of objections Draft Allocation (or proposed changesany portion thereof), Buyer and Seller will attempt shall negotiate in good faith to resolve the dispute. If Seller does not timely dispute the Draft Allocation (or any differences between them with respect portion thereof), the Draft Allocation shall be final and binding on the Parties and if Seller timely disputes the Draft Allocation and Seller and Buyer resolve such dispute within 15 days following Seller’s notice of dispute, the Draft Allocation (as appropriately adjusted to reflect any final resolution of the dispute) shall be final and binding on the Parties (any final and binding allocation under this shall be referred to as the “Final Allocation”). (c) In the event there is a Final Allocation and there is an adjustment to the Purchase Price Allocationpurchase price after the Final Allocation has been determined, Seller and Buyer shall make appropriate adjustments in accordance with requirements of Section 1060 of the Code, within ten Final Allocation to reflect such adjustment (10the “Revised Allocation”). (d) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable agree to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes Returns (including the filing of Internal Revenue Service IRS Form 85948594 and any amended Tax Returns or claims for refund) in a manner consistent with the any Final Allocation (subject to necessary adjustments to reflect a Revised Allocation) and neither Buyer nor Seller will take any position inconsistent with such allocations set forth allocation on the Purchase Price Allocation so finalizedany Tax Return or otherwise, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable lawLaw or a final “determination,” within the meaning of Section 1313(a)(1) of the Code (or similar provision of state or local Law); provided, however, that nothing contained herein shall prevent Seller or Buyer, after a good faith defense, from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the Final Allocation or any Revised Allocation and neither Buyer nor Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging the Final Allocation or Revised Allocation, as applicable. Each of Buyer and Seller shall reasonably cooperate promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging to how the preparationpurchase price is allocated among the assets of the Company. (e) Notwithstanding the foregoing, execution and filing and delivery if prior to the due date of all documentsa Tax Return to be filed after the Closing Date there is not a Final Allocation, forms and other information Buyer or Seller, as the other Party case may reasonably request be, shall be entitled to assist in the preparation of take any filings relating good faith position with respect to all unresolved items as to the allocationallocation of the purchase price on such Tax Return to be filed, pursuant and if on or prior to this Section 3.5the February 10, 2018, there is not a Final Allocation, each of the Buyer and Seller shall be entitled to take any good faith position with respect to all unresolved items as to the allocation of the purchase price on any Tax Return to be filed after February 10, 2018.

Tax Allocation. Within thirty (30) days following All amounts constituting consideration within the Closingmeaning of, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of for the Base Purchase Price as adjusted pursuant to Section 3.3purposes of, prepared in accordance with Section 1060 of the Code and the Treasury Regulations issued regulations thereunder (shall be allocated among the Acquired Assets and any similar provision of state, local other assets or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to rights acquired by Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and hereunder in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of manner required by Section 1060 of the Code, within ten Code and the regulations thereunder and all applicable Laws. No later than ninety (1090) calendar days after Buyer and the Sellers reach final agreement on the Final Closing Date Statement, Buyer shall provide Holder with a proposed schedule (the “Allocation Schedule”) allocating all such amounts as provided herein. The Allocation Schedule shall become final and binding on the Parties fifteen (15) calendar days after Buyer provides such schedule to Holder, unless Holder objects in writing to Buyer’s , specifying the basis for its objection and preparing an alternative allocation. If Holder does object, Buyer and Holder shall in good faith attempt to resolve the dispute within fifteen (15) calendar days of receipt by Buyer of a timely written notice of objection or proposed changes from SellerHolder’s objection. If Buyer Any such resolution shall be final and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will binding on the Parties. Any unresolved disputes shall be promptly submitted to an independent accounting firmfirm selected in the manner described in Section 3.3(a) for determination, the identity of which determination shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive final and binding upon on the Parties. The Buyer and Holder will each pay one-half of the fees and expenses of the independent accounting firm. The Parties shall cooperate with each other and the independent accounting firm in respect connection with the matters contemplated by this Section 3.5, including by furnishing such information and access to books, records (including accountants work papers), personnel and properties as may be reasonably requested. Each of such report shall be paid one-half by Buyer the Parties agrees to (a) prepare and one-half by Seller. Buyer and Seller shall report, act, and timely file in all respects and for all Tax purposes Returns, including IRS Form 8594 (including the filing of Internal Revenue Service Form 8594and all supplements thereto) in a manner consistent with such allocations set forth on the Allocation Schedule as finalized and (b) act in accordance with the Allocation Schedule for all tax purposes. The Parties will revise the Allocation Schedule to the extent necessary to reflect any subsequent adjustments to the Purchase Price Price, including those in respect of payments made under Article XV hereof. In the case of any such payment, Buyer shall propose a revised Allocation so finalizedSchedule, and the Parties shall take no position for Tax purposes inconsistent therewith unless required follow the procedures described above with respect to do so by applicable law. Buyer review, dispute and Seller shall reasonably cooperate resolution in the preparation, execution and filing and delivery respect of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5such revision.

Tax Allocation. Within thirty (30) days following The Purchase Price shall be allocated among the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation assets of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared Purchased LLC Entities in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder and consistent with the methodology set forth at Exhibit F (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a the “Purchase Price Allocation”). Within ten The parties agree that the total amount of the Purchase Price to be allocated to the assets of the Company (10excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and to the assets of Alere Women’s and Children’s Health, LLC, will be in the Valuation Range and, consistent with the Valuation Range, that they will use reasonable best efforts to agree on an allocation of the applicable portion of the Purchase Price by the Closing Date to each of (i) the total amount of the assets of the Company (excluding the amount allocable to the stock, membership interests and/or assets of the Continuing Subsidiaries) and (ii) Alere Women’s and Children’s Health, LLC. Seller shall deliver a draft of the Allocation to the Buyer no later than ninety (90) days after the receipt of such draft Purchase Price Allocation, Closing Date. Buyer shall notify Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If receiving the draft Allocation that Buyer and Seller are unable disagrees with respect to such Allocation, with specificity, in which case the parties shall resolve such differences within such time perioddispute in accordance with Section 6.4. In the event that Buyer does not notify Seller in accordance with the preceding sentence, then any remaining disputed matters Buyer will be submitted deemed to an independent accounting firmaccept such Allocation. The Allocation will be amended to reflect any adjustment to the Purchase Price, as applicable, in accordance with the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolutionprocedures set forth in this Section 6.11. Promptly, but by no later than ten (10) days after submission to it Each of the dispute(s), the independent accounting firm will determine those matters in dispute parties and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller their respective Affiliates shall report, act, act and file Tax Returns (including, but not limited to, IRS Form 8594), in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, allocation pursuant to this Section 3.56.11 (including any adjustments thereto subsequently made by Buyer and Seller pursuant to this Section 6.11).

Tax Allocation. Within thirty (30) days following the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base The Purchase Price (as adjusted pursuant to Section 3.3determined for U.S. federal income Tax purposes), prepared shall be allocated among the Assets in accordance with Section 1060 of the Code and the Treasury Regulations issued promulgated thereunder (and any similar provision of state, local or foreign lawLaw, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten sixty (1060) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changesClosing, Buyer shall deliver a draft allocation for Sellers’ approval, which approval shall not be unreasonably withheld. Buyer and Seller will attempt Sellers shall work in good faith to resolve any differences between them with respect disputes relating to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Sellerallocation. If Buyer and Seller Sellers are unable to resolve any such differences dispute within twenty (20) days of Buyer’s delivery of the draft allocation to Sellers, such time period, then any remaining disputed matters will dispute shall be submitted to an independent accounting firmresolved promptly by the Accounting Referee, the identity costs of which shall be agreed upon borne equally by Buyer Buyer, on one hand, and Seller each acting reasonablySellers, for resolutionon the other hand. Promptly, but by no later than ten (10) days after submission If the Adjusted Purchase Price is further adjusted pursuant to it the provisions of the dispute(s)this Agreement, the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report allocation shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) adjusted in a manner consistent with such allocations the procedures set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable lawin this Section 3.6. Buyer and Seller Sellers agree that they will file all Tax Returns (including IRS Form 8594) consistent with the allocation agreed to by Buyer and Sellers, or determined by the Accounting Referee (the “Allocation”). Neither Buyer nor Sellers shall reasonably take any Tax position inconsistent with the Allocation and neither Buyer nor Sellers shall agree to any proposed adjustment to the Allocation by any taxing authority without first giving the other party prior written notice. If, contrary to the intent of the Parties hereto as expressed in this Section 3.6, any taxing authority makes or proposes an allocation inconsistent with the Allocation, Sellers and Buyer shall cooperate with each other in good faith to contest such taxing authority’s allocation (or proposed allocation); provided, however, that, after consultation with the preparationParty (or Parties) adversely affected by such allocation (or proposed allocation), execution and filing and delivery of all documents, forms and other information as the other Party (or Parties) hereto may file such protective claims or Tax Returns as may be reasonably request required to assist in protect its (or their) interests. Notwithstanding the preparation foregoing, nothing contained herein shall prevent Buyer or Sellers from settling any proposed deficiency or adjustment by any taxing authority based upon or arising out of the Allocation, and neither Buyer nor Sellers shall be required to litigate before any filings relating to court any proposed deficiency or adjustment by any taxing authority challenging the allocation, pursuant to this Section 3.5Allocation.

Tax Allocation. Within thirty (30) days following the Closing, Sellers and Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation allocate that portion of the Base Aggregate Purchase Price as adjusted pursuant allocated to Section 3.3, prepared Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the Code Code, and such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the Treasury Regulations issued thereunder aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and any similar provision of statedeliver a draft allocation to Buyer for Buyer's review and approval, local such approval not to be unreasonably withheld, conditioned or foreign lawdelayed. Buyer shall have fifteen (15) Business Days to review, as appropriate) (each approve or object to such allocation. If Buyer objects to such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt parties shall negotiate in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Sellerdisputed items. If Buyer and Seller Sellers are unable to resolve such differences reach agreement within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten thirty (1030) days after submission such objection has been given, all unresolved disputed items shall be promptly referred to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed matters items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the resulting allocationpresentations by Buyer, which report on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute shall be conclusive final and binding upon on the Partiesparties hereto. The fees and expenses of the independent accounting firm in respect of such report Independent Accountant shall be paid one-half borne by Buyer and one-half by Seller. Buyer and Seller shall reportSellers, acton the one hand, and file Buyer, on the other hand, in all respects and for all Tax purposes (including proportion to the filing of Internal Revenue Service Form 8594) in a manner consistent with amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations set forth on the Purchase Price Allocation so finalizedwill be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall take no cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position for on any Tax purposes Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent therewith with such allocation unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5Law.

Tax Allocation. (i) Within 14 days after the Closing Date, Buyer, at its expense, shall engage each applicable Valuation Firm to prepare a valuation of the assets of the Company and each other Acquired Company. Each Valuation Firm shall prepare its valuation report within 60 days after its engagement and the Buyer shall submit a copy of each such valuation report to the Seller within 5 days thereafter. No later than sixty (60) days following the final determination of the Net Working Capital pursuant to this Agreement, Buyer shall prepare or caused to be prepared and provide to the Seller, for its review, a draft allocation statement (the “Tax Allocation Statement”) that allocates the Purchase Price and all other items required to be taken into account for U.S. federal income Tax purposes with respect to the purchase and sale of the Company Interests pursuant to this Agreement (including, without limitation, the liabilities of the Acquired Companies) (collectively, the “Total Tax Consideration”) among the assets of the Acquired Companies, which Tax Allocation Statement shall be consistent with the valuation reports prepared by the Valuation Firms. Buyer will provide the Seller with draft copies of the reports prepared by such advisor and a reasonable opportunity to comment on such reports before Buyer delivers the Tax Allocation Statement. The Seller shall have the right to object to any portion of the Tax Allocation Statement by written notice to Buyer. Subject to Buyer’s compliance with the obligations to deliver a draft report in advance of delivering the Tax Allocation Statement, if the Seller does not object to the Tax Allocation Statement by written notice to Buyer within thirty (30) days following after receipt by the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base Purchase Price as adjusted pursuant to Section 3.3Tax Allocation Statement, prepared in accordance with Section 1060 of then the Code and the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Tax Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will Statement shall be deemed to have been accepted and agreed toupon, and acceptedfinal and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the Purchase Price Allocation)amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. In If the event Seller objects to the Tax Allocation Statement, it shall notify Buyer in writing of objections its objection to the Tax Allocation Statement and shall set forth in such written notice the disputed item or proposed changes, items and the basis for its objection and Buyer and the Seller will attempt shall act in good faith to resolve any differences between them such dispute for a period of thirty (30) days thereafter. If, within thirty (30) days of the Seller’s delivery of a valid written notice of objection to the Tax Allocation Statement, Buyer and the Seller have not reached an agreement regarding the disputed item or items specified in such written notice, the dispute shall be resolved by the Referee in accordance with respect the dispute resolution mechanism set forth in Section 2.06, whose determination shall be binding upon the parties hereto; provided that in resolving such dispute, the Referee shall apply the valuation report prepared by each Valuation Firm. In the event that any adjustment to the Purchase Price Allocationis paid between the parties hereto pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), in accordance with requirements Buyer shall promptly provide the Seller a revised Tax Allocation Statement and the principles of this Section 6.02(c)(i) shall apply to each such revised Tax Allocation Statement. The Tax Allocation Statement as finally determined pursuant to this Section 6.02(c)(i) shall be final and binding on the parties hereto. (ii) Buyer, Seller and their respective Affiliates shall, unless otherwise required by a final “determination” (within the meaning of Section 1060 1313(a) of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, (A) prepare and file in all respects and for all Tax purposes (Returns, including the filing of Internal Revenue Service Form 8594) all IRS Forms 8594 and any other appropriate Tax Returns or forms, in a manner consistent with such allocations set forth on the Purchase Price Tax Allocation so finalizedStatement, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, finally determined pursuant to this Section 3.56.02(c) and (B) take no position in any Tax Return, proceeding, audit or otherwise that is inconsistent with the Tax Allocation Statement, as finally determined pursuant to this Section 6.02(c) (in each case, subject to adjustment in accordance with this Section 6.02(c) in the event of any adjustment to the Total Tax Consideration). In the event that any of the allocations set forth in the Tax Allocation Statements are disputed by any Governmental Authority, the party receiving notice of such dispute shall promptly notify and consult with the other party concerning the resolution of such dispute.

Tax Allocation. Within thirty If ▇▇▇▇▇ shall have an election in effect under Section 754 of the Code for the taxable year of ▇▇▇▇▇ that includes the Closing Date, then as promptly as practicable, but in no event later than sixty (3060) days following after the ClosingClosing Date, Buyer Purchaser shall prepare or cause to be prepared and shall deliver to Seller a draft allocation statement (the “Valuation Statement”) valuing the assets of ▇▇▇▇▇ for purposes of (i) Treasury Regulation Section 1.743-1(d)(2) in determining Purchaser’s adjustment to the federal income tax basis of the Base Purchase Price as adjusted assets of ▇▇▇▇▇ and for purposes of performing Purchaser’s obligations pursuant to section 3 of Exhibit F to the ▇▇▇▇▇ LLC Agreement, and (ii) Treasury Regulation Section 3.31.751-1(a)(2) in determining the character of Seller’s gain or loss, prepared as the case may be, for federal income tax purposes in accordance with Section 1060 respect of the Code and the Treasury Regulations issued thereunder transactions contemplated by this Agreement. Seller shall have fifteen (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (1015) days after to review the receipt Valuation Statement and shall notify Purchaser of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and disputes with the valuation as set forth in the event that no such changes are proposed in writing to Buyer within such time period, Valuation Statement. Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt Purchaser shall negotiate in good faith to resolve any differences between them with respect to such dispute before the Purchase Price Allocation, in accordance with requirements of Section 1060 date that is sixty (60) days before the due date of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Sellertax returns that reflect the valuation. If Buyer Seller and Seller are unable to Purchaser cannot resolve the disputed valuation before such differences within such time perioddate, then any remaining disputed matters will be submitted Seller and Purchaser shall refer the dispute to an independent accounting firmPricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the identity of which Accounting Referee shall be agreed upon by Buyer functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller each acting reasonablyand Purchaser, for resolution. Promptly, as promptly as practicable (but by in any case no later than ten thirty (1030) days after submission to it from the date of engagement of the dispute(sAccounting Referee), a determination of the independent accounting firm valuation. This determination will determine those matters in dispute be binding on the Parties and will render a written report as to the disputed matters all tax returns filed by Purchaser, Seller and the resulting allocation, which each of their Affiliates shall be prepared consistently with such valuation. The cost of such review and report shall be conclusive borne by Purchaser. Seller and binding upon Purchaser shall use commercially reasonable efforts to ensure that the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half Valuation Statement is not disputed by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5▇▇▇▇▇.

Tax Allocation. Within thirty (30a) days following The Group B Sellers and the Closing, U.S. Buyer agree to allocate the U.S. Purchase Price and any other items constituting consideration for the Interests for applicable income Tax purposes (to the extent known at such time) among the assets of each of QPLLC and QSGP as set forth in Section 10.2(b). (b) The U.S. Buyer shall prepare or cause to be prepared and shall deliver to Seller a provide the Sellers with draft allocation of the Base Purchase Price as adjusted allocations pursuant to Section 3.3, prepared in accordance 10.2(a) that comply with Section 1060 of the Code and the Treasury Regulations issued promulgated thereunder within sixty (and any similar provision of state, local or foreign law, as appropriate60) days after the Closing Date (each such allocation, a the “Purchase Price Allocation”). Within ten If the Sellers disagree with all or a portion of the Allocation, the Sellers may within thirty (1030) days after the receipt of such draft Purchase Price Allocation, Seller will propose to the Allocation notify the U.S. Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation)of its objections. In the event of objections or proposed changes, The U.S. Buyer and Seller will attempt the Sellers shall work in good faith to resolve any differences between them with respect disagreements. If after fifteen (15) days the U.S. Buyer and the Sellers have not resolved their disagreements, the disputed portion of the Allocation shall be delivered to the Purchase Price Allocation, in accordance with requirements Independent Accounting Firm. The Independent Accounting Firm shall review the disputed portion of Section 1060 of such draft Allocation and determine the Code, final Allocation within ten thirty (1030) days after Buyer’s receipt of a timely written notice receipt. The cost of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which firm shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid borne one-half by the U.S. Buyer and one-half by Sellerthe Sellers. The Group B Sellers and the U.S. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalizedshall, and shall take no position for cause their Affiliates to, report consistently with the final Allocation in all Tax purposes inconsistent therewith unless required to do so by applicable law. Returns, including IRS Form 8594, which the U.S. Buyer and Seller the Group B Sellers shall reasonably cooperate in timely file with the preparationappropriate Tax Authority, execution and filing the Group B Sellers, the U.S. Buyer and delivery each of all documents, forms and their respective Affiliates shall not file any Tax Return or other information as document or otherwise take any position that is inconsistent with the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, Allocation determined pursuant to this Section 3.510.2(b), unless otherwise required by a determination as defined in Section 1313(a) of the Code or any similar provision of any state, foreign or local Law. (c) The parties hereto shall promptly inform one another of any challenge by any Governmental Entity to any allocation made pursuant to this Section 10.2 and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

Tax Allocation. Within thirty (30a) days following Sellers and Purchaser agree to allocate the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation sum of the Base Purchase Price Adjusted Ceding Commission and the General Account Reserves transferred as adjusted pursuant to Section 3.3of the Effective Date (such sum, prepared the "Allocable Amount") among the Transferred Assets in accordance with this Section 5.17 for all purposes, including Tax and financial accounting purposes. (b) An amount equal to the Adjusted Ceding Commissions shall be allocated to the value of the insurance-in-force with respect to the Coinsured Contracts reinsured under the Coinsurance Agreement. (c) The remainder of the Allocable Amount shall be allocated among the Transferred Assets (other than such insurance-in-force) in proportion to the fair market value of such assets, using the residual method of accounting. For purposes of the Code, the amount of the liabilities assumed by Purchaser that are included in the Allocable Amount for this purpose shall be equal to Sellers' combined tax basis in such liabilities. (d) For purposes of Section 1060 of the Code Code, Sellers and Purchaser shall (i) make the allocation described in Section 5.17(c) hereof in the manner described in Income Tax Regulations Section 1.1060-1T, taking into account the allocation described in Section 5.17(b) hereof, and (ii) file asset acquisition statements on Form 8594 (or any replacement or successor form) reflecting such allocation at the time, in the manner, and under the procedures described in such provision of the Income Tax Regulations. (e) As soon as practicable after the Closing Date, Purchaser shall prepare a schedule reflecting the allocation of the remainder of the Allocable Amount under Section 5.17(c) hereof in the manner described in Income Tax Regulations Section 1.1060-1T and shall submit it to Sellers. If, within 30 days of Sellers' receipt of such schedule, Sellers shall not have objected in writing to the determination of the Allocable Amount or to such allocation, the allocation shall be used by Sellers and Purchaser for purposes of Form 8594 (and any replacement or successor form) and all other federal income Tax purposes. If, within 15 days of any objection in writing to the determination of the Allocable Amount or to such allocation, Sellers and Purchaser shall not have agreed in writing to the allocation under Section 5.17(c) hereof, any disputed aspects of the determination of the Allocable Amount or to such allocation shall be resolved by the Third Party Accountant within 30 days of the submission of the dispute to the Third Party Accountant by Sellers or Purchaser. The decision of the Third Party Accountant shall be final, and the Treasury Regulations issued thereunder costs, expenses, and fees of the Third Party Accountant shall be borne equally by Sellers and Purchaser. (f) Sellers and Purchaser shall not take any position before any Taxing Authority or otherwise (including in any Tax return) inconsistent with this Section 5.17 unless and to the extent required to do so pursuant to a determination (as defined in Section 1313(a) of the Code or any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5.

Tax Allocation. Within thirty (30) days following The Selling Group and Purchaser acknowledge that the Closing, Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation purchase of the Base Company contemplated by this Agreement will be treated for income tax purposes as the purchase of the assets of the Company. The Purchase Price as adjusted pursuant to Section 3.3, prepared shall be allocated in accordance with Code Section 1060 of the Code and the Treasury Regulations issued thereunder (and any similar provision of state, state or local or foreign law, as appropriate). Within twenty (20) days after the Final Statement is finalized in accordance with Section 2.3, Purchaser shall provide Seller with an allocation of the Purchase Price in accordance with this Section 8.6 (each such allocation, a the “Purchase Price Allocation”). Within ten Seller shall have fifteen (1015) days after the from receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft said Purchase Price Allocation (to review and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, approve the Purchase Price Allocation). In To the event of objections extent Seller disagrees with the Purchase Price Allocation or proposed changesany items therein, Buyer and Seller will attempt shall notify Purchaser in writing within such fifteen (15) day period as prescribed by the immediately preceding sentence. The parties shall thereafter endeavor in good faith to resolve any differences between them with respect such dispute and to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, extent they are unable within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from SellerBusiness Days, such dispute shall be resolved in accordance with the dispute resolution procedures provided for in Section 2.3. If Buyer and Seller are unable To the extent the Purchase Price is adjusted pursuant to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firmthis Agreement, the identity of which Purchase Price Allocation shall be adjusted in accordance with the methodology as agreed upon to by Buyer and Seller each acting reasonably, for resolutionthe parties herein or as finally determined by the Expert. Promptly, but The parties shall be bound by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters finally agreed Purchase Price Allocation and the resulting allocationparties shall, which report and shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall cause their respective Affiliates to, report, act, act and file in all respects and for all Tax purposes Returns (including the filing of Internal Revenue Service Form 8594) in a manner all respects and for all purposes consistent with such allocations set forth on the Purchase Price Allocation so finalizedallocation. No Party may take any position (whether in audits, and shall take no position for Tax purposes Returns or otherwise) that is inconsistent therewith with such allocation unless required to do so by a change in Law occurring after the date hereof, a closing agreement with an applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery Taxing Authority or a final non-appealable judgment of all documents, forms and other information as the other Party may reasonably request to assist in the preparation a court of any filings relating to the allocation, pursuant to this Section 3.5competent jurisdiction.

Tax Allocation. Within thirty If a Section 338(h)(10) Election is made, Sellers and US Buyer agree that the amount allocated to LiveArea US under Section 2.02 shall be allocated among the assets of LiveArea US and the restrictive covenants set forth in Section 5.08 for all purposes (30including Tax and financial accounting) days following as shown on the Closing, Buyer allocation schedule (the “Allocation Schedule”). The Allocation Schedule shall prepare or cause to be prepared and shall deliver to Seller a draft allocation of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared by US Buyer in accordance with Section 1060 of the Code and Code, the Treasury Regulations issued and Treasury Regulation Section 1.338-6 thereunder (and any similar provision of state, local local, or foreign lawLaw, as appropriate), and the methodology set forth on Schedule 6.05(b) (each such allocation, a “Purchase Price Allocation”)attached hereto. Within ten (10) US Buyer shall deliver the Allocation Schedule within 60 days after following the receipt final determination of such draft Purchase Price Allocation, Seller will propose to Closing Working Capital. If Parent notifies US Buyer in writing any objections that Parent objects to one or proposed changes to such draft Purchase Price Allocation (and more items reflected in the event that no such changes are proposed in writing to Allocation Schedule (the “Allocation Schedule Dispute Notice”), Parent and US Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt shall negotiate in good faith to resolve such dispute; provided, however, that if Parent and US Buyer are unable to resolve any differences between them dispute with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 Allocation Schedule within 60 days following Parent’s delivery of the CodeAllocation Schedule Dispute Notice, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which dispute shall be agreed upon resolved by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the PartiesIndependent Accountant. The fees and expenses of the independent accounting firm in respect of such report Independent Accountant shall be paid one-half shared equally by Buyer and one-half by Seller. Buyer and Seller shall reportParent, acton the one hand, and by US Buyer, on the other hand. Buyers, the LiveArea Companies and Sellers shall file in all respects and for all Tax purposes Returns (including the filing of Internal Revenue Service Form 8594amended returns and claims for refund) and information reports in a manner consistent with such allocations set forth on the Allocation Schedule and shall not take any position before any Governmental Authority that is inconsistent with the Allocation Schedule. Any adjustments to the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.52.04 herein shall be allocated in a manner consistent with the Allocation Schedule.

Tax Allocation. Within thirty one hundred twenty (30120) days following after the Closing, Buyer shall prepare or cause to be prepared and Purchaser shall deliver to Seller RI a draft allocation schedule allocating the portion of the Base Total Purchase Price as adjusted pursuant attributed on Schedule 2.2(a) to Section 3.3Rexam Closures LLC among the assets of Rexam Closures LLC, allocating the portion of the Total Purchase Price attributed on Schedule 2.2(a) to Rexam Closure Systems LLC among the assets of Rexam Closure Systems LLC and allocating the portion of the Total Purchase Price attributed on Schedule 2.2(a) to the assets of Rexam Guernsey and Rexam UK set forth on Exhibit 2 among such assets (the “Allocation”). The Allocation shall (i) be reasonable and prepared in accordance with Section 1060 of the Code Code, and the Treasury Regulations issued regulations thereunder and (ii) include an allocation between the real property and any similar provision the tangible personal property of Rexam Closures LLC and Rexam Closure Systems LLC. If RI approves of the Allocation, it shall promptly return an executed copy thereof to Purchaser. If RI in good faith disapproves of the Allocation, Purchaser and RI agree to promptly negotiate in good faith an allocation agreeable to both Purchaser and RI. If Purchaser and RI are unable to agree on an allocation, the procedures set forth in Section 2.3(d) shall be used, mutatis mutandis, with the disagreement by RI being treated as the “Selling Parties’ Objection.” Purchaser and the Selling Parties agree to adopt and utilize the amounts so allocated (as agreed by the Parties or as determined by the CPA Firm) for purposes of filing Internal Revenue Service Form 8594 and all federal, state, local and other Tax Returns filed by them and that they will not voluntarily take any position inconsistent therewith upon examination of any such Tax Return, in any claim, in any litigation or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them otherwise with respect to the Purchase Price Allocationsuch Tax Returns, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable unless otherwise required to resolve such differences within such time period, then any remaining disputed matters will be submitted do so pursuant to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the PartiesApplicable Law. The fees Selling Parties and expenses of Purchaser agree to provide the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of other promptly with any other information required to complete Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on . Notwithstanding any other provisions of this Agreement, the Purchase Price Allocation so finalized, and foregoing agreement shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in survive the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5Closing without limitation.

Tax Allocation. Within thirty (30i) days following The parties agree that the ClosingPurchase Price (plus the Assumed Liabilities and other relevant items) shall be allocated among the Purchased Assets for Tax purposes as shown on the allocation schedule (the “Allocation Schedule”). For the avoidance of doubt, the Noncompete Consideration will be allocated to the respective recipients thereof. (ii) It is the intention of Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation that the percentage of the Base Premium that will be subject to capital gains taxes (as opposed to income taxes) (the “Capital Gains Percentage”) will equal 90% of the Premium (the “Minimum Capital Gains Percentage”). If the Capital Gains Portion is less than the Minimum Capital Gains Percentage, then the Purchase Price as adjusted pursuant to Section 3.3shall be increased by the “Additional Purchase Price”, prepared which shall be calculated in accordance with Section 1060 of the Code and formulas directly below, provided that the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign law, as appropriateAdditional Purchase Price shall not exceed the amount set forth on Schedule 2(h)(ii) (each such allocation, a the “Additional Purchase Price AllocationCap”). Within ten The entire Additional Purchase Price shall be allocated to goodwill, and shall be treated as a Purchase Price component separate from and in addition to Work in Progress and Premium. (10Minimum Capital Gains Percentage * Premium) – (Capital Gains Percentage * Premium) = Capital Gains Shortfall (Capital Gains Shortfall * Income Tax Rate) – (Capital Gains Shortfall * Capital Gains Tax Rate) = Additional Purchase Price (iii) The Allocation Schedule shall set forth the Capital Gains Percentage and shall include a calculation of the Additional Purchase Price (if any) or a statement that no Additional Purchase Price is due. Seller and Buyer agree that the “Income Tax Rate” equals 29.6% and the “Capital Gains Tax Rate” equals 20%. (iv) Buyer may provide a preliminary Allocation Schedule to Seller at or prior to Closing (the “Preliminary Allocation Schedule”), but in all events Buyer shall deliver the Allocation Schedule within sixty (60) days after the receipt of such draft Closing Date. Buyer shall be obligated to pay the Additional Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, if any) within ten (10) days Business Days after Buyer’s receipt delivery of the Allocation Schedule. (v) At Closing, the Break-Up Fee Letter of Credit (as defined below) shall be changed to an amount equal to (or replaced with a timely written notice new letter of objection credit in such amount) (1) if Buyer provided a Preliminary Allocation Schedule, the amount of the Additional Purchase Price set forth therein or proposed changes from Seller(2) if Buyer did not provide a Preliminary Allocation Schedule, the Additional Purchase Price Cap. If Buyer does not timely pay the Additional Purchase Price, and Seller are unable to resolve does not cure such differences within such time periodfailure after application and expiration of all applicable notice and cure periods provided in this Agreement, then Seller shall have the right to pursue its rights and remedies in accordance with Section 11. (vi) Seller and Buyer each agree to file IRS Form 8594 in accordance with the Allocation Schedule, and not to take or cause to be taken any remaining disputed matters will be submitted position or other action inconsistent with this the Allocation Schedule for any Tax reporting purpose, upon examination of any Tax Return, in any claim for refund, or in any litigation, investigation or otherwise, unless otherwise required by a determination (within the meaning of Code Section 1313(a) or any corresponding or similar provision of state or local law). (vii) Any adjustments to an independent accounting firm, the identity of which Purchase Price pursuant to Section 2(g) or as otherwise provided in this Agreement shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) allocated in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5Schedule.

Tax Allocation. Within thirty (30) days following The Parties to this Agreement agree that the Closing, Buyer shall prepare or cause to be prepared and shall deliver amount of the total consideration transferred by Purchasers to Seller a draft pursuant to this Agreement (the “Consideration”) is and the allocation of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared Consideration will be in accordance with Section 1060 the fair market value of the Code assets and Liabilities transferred pursuant to this Agreement. The allocation of the Treasury Regulations issued thereunder Consideration in accordance with the fair market values of the assets and Liabilities transferred shall be provided by Seller within [***] ([***])[***] following the Closing Date, and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”). Within ten (10) days after Purchasers shall have the receipt of such draft Purchase Price Allocation, Seller will propose right to Buyer in writing review and raise any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within the proposed allocation during the [***] ([***])[***] period after Purchasers’ receipt thereof. If Purchasers do not notify Seller of a disagreement with the proposed allocation during such time [***] ([***])[***] period, Seller will be deemed the proposed allocation shall become final. If Purchasers disagree with respect to have agreed to, and acceptedany item in the allocation, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt Parties shall negotiate in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Sellerdispute. If Buyer and Seller the Parties are unable to resolve agree on the allocation within [***] ([***])[***] after the commencement of such differences within good faith negotiations (or such time periodlonger period as Seller and Purchasers may agree in writing), then any remaining disputed matters will be submitted the parties shall refer such dispute to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent internationally recognized accounting firm will determine those matters in dispute (“Independent Accountant”) at that time to review the allocation, and will render make a written report determination as to the disputed matters and resolution of such allocation. The determination of the resulting allocation, which report Independent Accountant regarding the allocation shall be delivered as soon as practicable following engagement of the Independent Accountant, but in no event more than [***] ([***])[***] thereafter, and shall be final, conclusive and binding upon Seller and Purchasers, and Seller shall revise the Partiesallocation accordingly. The fees Seller, on the one hand, and expenses of Purchasers on the independent accounting firm in respect of such report other hand, shall be paid each pay one-half by Buyer of the cost of the Independent Accountant. The finalized allocation shall be binding on Seller and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and Purchasers for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalizedreporting purposes, and shall take no Seller and Purchasers agree to refrain from taking any position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery Law or a final determination of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5a Taxing Authority.

Tax Allocation. Within thirty (30a) days following The Purchase Price (plus assumed liabilities to the Closingextent properly taken into account under the Code and the Treasury regulations promulgated thereunder), Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation allocated among the Assets of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared Company in accordance with Section 1060 of the Code and the Treasury Regulations issued thereunder (and any similar provision of state, local or foreign lawregulations promulgated thereunder, as appropriateagreed upon by the Buyer and Sellers within sixty (60) days after the Closing, which agreement will be based on an independent appraisal, and which may be revised in accordance with the following sentence (each such allocation, a the “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, The Buyer and Seller will attempt Sellers’ Representative agree to revise the Allocation to reflect any Contingent Payments, Non-US Licensing Earn-Out Payments and Run Rate Contingent Payments made pursuant to Section 1.04 above (in good faith each case, excluding any amounts properly characterized as interest for federal income Tax purposes). (b) To the extent Buyer and Sellers’ Representative cannot agree on how to resolve any differences between them with respect to prepare or revise the Purchase Price Allocation, Allocation in accordance with requirements of Section 1060 of 1.06(a) hereof, then the CodeBuyer and the Sellers’ Representative shall attempt to determine an appropriate Allocation, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Sellerand any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Sellers’ Representative and the Buyer and Seller are unable to resolve reach a resolution with such differences effect within 20 Business Days, the Sellers’ Representative and the Buyer shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within 30 Business Days after such time periodsubmission, then any determine and report to the Sellers’ Representative and the Buyer upon such remaining disputed matters will be submitted to an independent accounting firmitems, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which such report shall be final, binding and conclusive on the Sellers and binding upon the PartiesBuyer. The fees and expenses disbursements of the independent accounting firm Independent Accounting Firm shall be allocated between the Sellers’ Representative and the Buyer in respect the same proportion that the aggregate amount of such report shall be paid one-half remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (c) The Buyer and one-half the Sellers’ Representative agree to (i) be bound by Seller. Buyer and Seller shall reportthe Allocation, act, and file (ii) act in all respects and for all Tax purposes (including accordance with the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of all financial statements and the filing of all Tax Returns (including filing Form 8594 with their United States federal income Tax Return for the taxable year that includes the date of the Closing) and in the course of any filings Tax audit, Tax review or Tax litigation relating thereto, and (iii) take no position and cause their Affiliates to take no position inconsistent with the allocationAllocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to this Section 3.5an agreement with the IRS.

Tax Allocation. Within thirty (30a) For all Tax purposes, within 120 days following the ClosingClosing Date, the Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft an allocation of the Base Purchase Price (plus any Assumed Liabilities that are treated as adjusted pursuant to Section 3.3, prepared consideration for the Purchased Assets for federal income tax purposes) among the Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations issued promulgated thereunder and for applicable Transfer Tax purposes which shall be submitted to the Seller for review and approval, which approval shall not be unreasonably withheld, conditioned, or delayed (and any similar provision of statesuch amount as finally determined pursuant to this Section 2.7(a), local or foreign law, as appropriate) (each such allocation, a the “Purchase Price Allocation”” ). Within ten (10) days after If the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer agrees in writing any objections or proposed changes to such draft Purchase with the Price Allocation (and in the event that no such changes are proposed or fails to object in writing to Buyer the Price Allocation within such time period, Seller will be deemed to have agreed to, and accepted10 days following receipt thereof from the Buyer, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report Allocation shall be conclusive and binding upon the Parties. The fees and expenses of the independent accounting firm in respect of such report shall be paid one-half by Buyer and one-half by Seller. Buyer and the Seller shall report, act, and file in all respects and for all Tax purposes purposes. If the parties are unable to agree on the Price Allocation after good faith consultation, the matters in dispute shall be referred for resolution to a mutually agreeable, nationally recognized independent public accounting firm, which shall be selected mutually by the Buyer and the Seller (the “Independent Accounting Firm”), that is not then providing Tax advice to the Buyer or the Seller or their respective Affiliates, which expense shall be borne equally by the parties. The Independent Accounting Firm shall resolve any disputed matters as promptly as practicable, and the Independent Accounting Firm’s decision with respect to any such matter shall be conclusive and binding on the Buyer and the Seller and their respective Affiliates for applicable Tax purposes. If the Independent Accounting Firm is unable to resolve any such matter prior to the due date (including the extensions, which will be sought as necessary) for filing of Internal Revenue Service any Tax Return reflecting any such matter, then Buyer may timely file its Tax Return (including Form 8594) in a manner consistent with such allocations set forth on the Purchase basis of the Price Allocation so finalized, proposed by the Buyer and the Seller may timely file its Tax Return (including Form 8594) on the basis of the Price Allocation that the Seller proposed to the Buyer in lieu of the Buyer’s Price Allocation. Such Tax Returns shall take no position for Tax purposes inconsistent therewith unless be amended as necessary to reflect the Independent Accounting Firm’s decision. (b) Each party agrees to timely file any form required to do so be filed by applicable lawApplicable Law reflecting the Price Allocation (including IRS form 8594). Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, The Price Allocation made pursuant to this Section 3.5shall be binding on the Buyer and the Seller for all Tax reporting purposes. Neither the Buyer nor the Seller shall take any position inconsistent with the Price Allocation in connection with any Tax proceeding. If any Governmental Authority disputes the Price Allocation, the party receiving notice of the dispute shall promptly notify the other party hereto, and the parties shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of the Price Allocation. (c) Any payment treated as an adjustment to the Purchase Price under Section 8.9 hereof shall be reflected as an adjustment to the price allocated to the specific asset, if any, giving rise to the adjustment, and if any such adjustment does not relate to a specific asset such adjustment shall be allocated among the Purchased Assets as acceptable to both the Buyer and the Seller.

Tax Allocation. (i) Within thirty sixty (3060) days following after the Closingfinal resolution of the adjustments provided pursuant to Section 2.05, Buyer shall prepare or cause provide to be prepared and shall deliver to Seller the Representative a draft allocation statement that allocates the sum of the Base Purchase Price as adjusted and all other items required to be taken into account for federal income Tax purposes with respect to the purchase and sale of the Membership Interests pursuant to Section 3.3this Agreement (including the liabilities of the Acquired Companies) (collectively, prepared the “Total Tax Consideration”) among the assets of the Acquired Companies, which allocations shall be made in accordance with the methodology set forth on Exhibit D, which is intended to be in accordance with Section 751, 755 and 1060 of the Code and the applicable Treasury Regulations issued thereunder (Regulations, and any similar provision of applicable state, local or foreign law, as appropriate) and non-U.S. Tax Law (each such allocation, a the “Purchase Price AllocationTax Allocation Statement”). Within ten (10) days after The Representative shall have the receipt right to object to any portion of such draft Purchase Price Allocation, Seller will propose the Tax Allocation Statement by written notice to Buyer in writing any objections or proposed changes Buyer. If the Representative does not object to such draft Purchase Price the Tax Allocation (and in the event that no such changes are proposed in writing Statement by written notice to Buyer within such time periodthirty (30) Business Days after receipt by the Representative of the Tax Allocation Statement, Seller will then the Tax Allocation Statement shall be deemed to have been accepted and agreed toupon, and acceptedfinal and conclusive, for all purposes of this Agreement; provided, however, that such Tax Allocation Statement shall be subject to adjustment upon and as a result of any adjustment to the Purchase Price Allocation)amounts used to determine the allocations used to prepare the Tax Allocation Statement under this Agreement. In If the event Representative objects to the Tax Allocation Statement, it shall notify Buyer in writing of objections its objection to the Tax Allocation Statement before the end of such 30-day period and shall set forth in such written notice the disputed item or proposed changes, items and the basis for its objection. Buyer and Seller will attempt the Representative shall act in good faith to resolve any differences between them with respect to the Purchase Price Allocationdispute for which timely notice is given for a period of thirty (30) Business Days thereafter. If, in accordance with requirements of Section 1060 within thirty (30) Business Days of the Code, within ten (10) days after BuyerRepresentative’s receipt delivery of a timely valid written notice of objection or proposed changes from Seller. If to the Tax Allocation Statement, Buyer and Seller are unable to resolve the Representative have not reached an agreement regarding the disputed item or items specified in such differences within such time period, then any remaining disputed matters will be submitted to an independent accounting firmwritten notice, the identity of which dispute shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as presented to the disputed matters and the resulting allocationReferee, which report whose determination shall be conclusive and binding upon the Parties. parties; provided that, in resolving such dispute, the Referee shall take into account the methodology set forth on Exhibit D. The fees and expenses of the independent accounting firm in respect of such report Referee shall be paid one-half by allocated between Buyer and one-half the Sellers in the same manner as provided in Section 2.05(c), mutatis mutandis. In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall provide the Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement (for the avoidance of doubt, including dispute resolution if necessary). (ii) Buyer, the Sellers and their respective Affiliates shall, unless otherwise required by Seller. Buyer and Seller shall reporta “determination” (within the meaning of Section 1313(a) of the Code), act, (A) prepare and file in all respects and for all Tax purposes (Returns, including the filing of Internal Revenue Service Form 8594) all IRS Forms 8594 and any other appropriate Tax Returns or forms, in a manner consistent with such allocations set forth on the Purchase Price Tax Allocation so finalizedStatement, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, finally determined pursuant to this Section 3.56.03(c) and (B) take no position in any Tax Return, proceeding, audit or otherwise that is inconsistent with the Tax Allocation Statement, as finally determined pursuant to this Section 6.03(c) (in each case, subject to adjustment in accordance with this Section 6.03(c) in the event of any adjustment to the Total Tax Consideration). In the event that any of the allocations set forth in the Tax Allocation Statements are disputed by any Governmental Authority, the party receiving notice of such dispute shall promptly notify and consult with the other party concerning the resolution of such dispute.

Tax Allocation. Within thirty (30) days following the Closing, Sellers and Buyer shall prepare or cause to be prepared and shall deliver to Seller a draft allocation allocate that portion of the Base Aggregate Purchase Price as adjusted pursuant allocated to Section 3.3, prepared Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the Code Code, and such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price to the Mission UK Shares, subject to a maximum amount of $7,500,000 in respect of such allocation. In addition, but subject to the foregoing, Sellers and Buyer shall allocate the Aggregate Purchase Price under this Agreement and the Treasury Regulations issued thereunder aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and any similar provision of statedeliver a draft allocation to Buyer for Buyer's review and approval, local such approval not to be unreasonably withheld, conditioned or foreign lawdelayed. Buyer shall have fifteen (15) Business Days to review, as appropriate) (each approve or object to such allocation. If Buyer objects to such allocation, a “Purchase Price Allocation”). Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time period, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt parties shall negotiate in good faith to resolve any differences between them with respect to the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Sellerdisputed items. If Buyer and Seller Sellers are unable to resolve such differences reach agreement within such time period, then any remaining disputed matters will be submitted to an independent accounting firm, the identity of which shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten thirty (1030) days after submission such objection has been given, all unresolved disputed items shall be promptly referred to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed matters items set forth in the objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one hand, and Sellers, on the other hand, shall each furnish to the Independent Accountant such work papers, schedules and other documents and information relating to the unresolved disputed items as the Independent Accountant may reasonably request. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the resulting allocationpresentations by Buyer, which report on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute shall be conclusive final and binding upon on the Partiesparties hereto. The fees and expenses of the independent accounting firm in respect of such report Independent Accountant shall be paid one-half borne by Buyer and one-half by Seller. Buyer and Seller shall reportSellers, acton the one hand, and file Buyer, on the other hand, in all respects and for all Tax purposes (including proportion to the filing of Internal Revenue Service Form 8594) in a manner consistent with amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations set forth on the Purchase Price Allocation so finalizedwill be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall take no cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position for on any Tax purposes Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent therewith with such allocation unless required to do so by applicable lawLaw. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5.ARTICLE III

Tax Allocation. Within thirty (30a) No later than 120 days following the ClosingDetermination Date, Buyer shall prepare or cause to be prepared and Seller shall deliver to Seller Buyer a draft allocation of statement (the Base “Allocation Statement”), allocating the Purchase Price as adjusted (plus assumed liabilities, to the extent properly taken into account) pursuant to Section 3.3, prepared in accordance with 1060 and Section 1060 338 of the Code and the Treasury Regulations issued promulgated thereunder (and any similar provision among the assets of state, local or foreign law, as appropriate) (each such allocation, a “Purchase Price Allocation”)the Company Entities. Within ten (10) days after the receipt of such draft Purchase Price Allocation, Seller will propose to If Buyer in writing any objections or proposed changes to such draft Purchase Price Allocation (and in the event that no such changes are proposed objects in writing to Buyer the Allocation Statement within 20 Business Days of receiving such time periodAllocation Statement, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt shall cooperate in good faith to resolve any differences between them with respect to their differences; provided, that if, after 20 Business Days from the Purchase Price Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after date that Seller received Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If objections, Seller and Buyer and Seller are unable to resolve such their differences within such time periodand mutually agree on an allocation, then any remaining disputed matters will the dispute shall be submitted for resolution to the Independent Accounting Firm, who, acting as an independent accounting firmexpert and not an arbitrator, shall resolve any disputes with regard to the identity of which Allocation Statement and whose determination shall be binding upon the parties hereto. The allocation of the Purchase Price, as agreed upon by Buyer B▇▇▇▇ and Seller each acting reasonably, for resolution. Promptly, but (including because Buyer does not timely object in writing) or as determined by no later than ten the Independent Accounting Firm as applicable (10) days after submission to it of the dispute(s“Final Allocation”), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive final and binding upon the Parties. The parties hereto (which Final Allocation may be updated pursuant to the final sentence of this Section 7.08) and Buyer shall bear fifty percent (50%) and Seller shall bear fifty percent (50%) of all fees and expenses costs incurred in connection with the determination of the independent accounting firm in respect of such report shall be paid one-half Final Allocation by Buyer and one-half by Sellerthe Independent Accounting Firm. Buyer and Seller shall report, act, and file in all respects and for all applicable Tax purposes Returns (including the filing of Internal Revenue Service IRS Form 85948883 and any other comparable state or local form) in a manner consistent with such allocations set forth on the Purchase Price Final Allocation so finalized, and neither Seller nor Buyer shall take no any position for inconsistent with such Final Allocation on any Tax purposes inconsistent therewith Return, audit, examination, investigation or similar proceeding, unless required to do so by applicable lawApplicable Law. Buyer and Seller In the event that any adjustment to the aggregate Purchase Price is made, the parties shall reasonably cooperate in good faith to update the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5Final Allocation accordingly.

Tax Allocation. Within thirty (30) days following The parties hereto acknowledge and agree that the Closing, Buyer Merger Consideration and any other items properly treated as consideration for U.S. federal income Tax purposes shall prepare or cause to be prepared and shall deliver to Seller a draft allocation allocated among the assets of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared Acquired Companies in accordance with Section 751 and Section 1060 of the Code and the Treasury Regulations issued promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate) (each such allocation, a the “Purchase Price Allocation”). Within ten thirty (1030) days after the Determination Date, Acquiror shall provide to the Holder Representative a draft Allocation, for the Holder Representative’s review and comment. The Holder Representative shall have sixty (60) days after receipt of such the draft Purchase Price Allocation to propose any changes to Acquiror’s draft Allocation; provided, Seller will propose to Buyer that if the Holder Representative does not notify Acquiror in writing any objections or of its proposed changes to such Acquiror’s draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time sixty (60) day period, Seller the Holder Representative will be deemed to have agreed toaccepted Acquiror’s draft Allocation, which shall be final and acceptedbinding on the parties hereto. If the Holder Representative delivers to Acquiror its proposed changes to Acquiror’s draft Allocation within sixty (60) days after its receipt of such draft Allocation, Acquiror and the Purchase Price Allocation). In the event of objections or proposed changes, Buyer and Seller will attempt in good faith Holder Representative shall reasonably cooperate to promptly resolve any differences between them disputes with respect to the Purchase Price ▇▇▇▇▇▇▇▇’s draft Allocation, in accordance with requirements of Section 1060 of the Code, within ten (10) days after Buyer’s receipt of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller they are unable to resolve any such differences dispute within such time periodthirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of the Holder Representative’s proposed changes to the Allocation, then any remaining disputed matters will items shall be submitted to the Independent Accountant who shall determine only those items in dispute. The Allocation agreed to by Acquiror and the Holder Representative or determined by the Independent Accountant shall become the final Allocation, and in the event there is an independent accounting firmadjustment to the Merger Consideration after the final Allocation has been determined, the identity of which final Allocation shall be agreed upon by Buyer and Seller each acting reasonably, for resolution. Promptly, but by no later than ten (10adjusted in accordance with the methodology set forth in this Section 8.2(g) days after submission to it of the dispute(s), the independent accounting firm will determine those matters in dispute and will render a written report as to the disputed matters and the resulting allocation, which report shall be conclusive and binding upon the Partiesreflect such adjustment. The fees costs and expenses of the independent accounting firm Independent Accountant in respect of resolving any such report dispute shall be paid one-half borne equally by Buyer ▇▇▇▇▇▇▇▇ and one-half by Sellerthe Holder Representative. Buyer The Holders and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Allocation so finalizedAcquiror shall, and shall cause their Affiliates to, report consistently with the final Allocation, as adjusted in accordance with this Section 8.2(g), on all Tax Returns, including IRS Form 8594 (in the case of Acquiror) and any statements required under Treasury Regulations Section 1.751-1(a)(3) (in the case of the Holders), and neither the Holders nor Acquiror shall take no any position for on any Tax purposes Return that is inconsistent therewith with the final Allocation, as adjusted in accordance with this Section 8.2(g), unless otherwise required to do so by applicable law. Buyer Law; provided, however, that no party or its Affiliates shall be impeded in its ability and Seller shall reasonably cooperate in the preparationdiscretion to negotiate, execution and filing and delivery of all documentscompromise and/or settle any Tax audit, forms and other information as the other Party may reasonably request to assist in the preparation of any filings claim or similar proceedings relating to the allocation, pursuant to this Section 3.5Allocation.

Tax Allocation. Within thirty (30) days following The Adjusted Closing Payment payable to Seller, together with all assumed liabilities and other capitalized costs for federal income Tax purposes, will be allocated among the Closing, Buyer shall prepare or cause to be prepared Companies and shall deliver to Seller a draft allocation the assets of the Base Purchase Price as adjusted pursuant to Section 3.3, prepared Companies for all Tax purposes in accordance with Section 1060 of the Code and the Treasury Regulations issued promulgated thereunder and the methodology (and any similar provision of state, local or foreign law, as appropriatethe “Allocation Methodology”) set forth on Schedule 7.6 (each such allocation, a the “Purchase Price Allocation”). Within ten No later than thirty (1030) days after the receipt determination of the final determination of the Adjusted Closing Payment pursuant to Section 2.4, Purchaser will provide Seller with a draft schedule of the Allocation prepared in accordance with the Allocation Methodology (the “Draft Allocation Schedule”). If Seller objects to any item on such Draft Allocation Schedule, Seller shall, within thirty (30) days after delivery of such draft Purchase Price AllocationDraft Allocation Schedule, Seller will propose to Buyer notify Purchaser in writing that Seller so objects, describing with reasonable detail any objections such item, including the factual or proposed changes to legal basis for any such draft Purchase Price Allocation (and in the event that no such changes are proposed in writing to Buyer within such time periodobjection. If a notice of objection shall be duly delivered, Seller will be deemed to have agreed to, and accepted, the Purchase Price Allocation). In the event of objections or proposed changes, Buyer Purchaser and Seller will attempt shall negotiate in good faith and use their commercially reasonable efforts to resolve any differences between them with respect such items. If such notice of objection is not so duly delivered, or if Purchaser and Seller are able to agree on a resolution on all disputed items in the Purchase Price AllocationDraft Allocation Schedule, then the Draft Allocation Schedule, as initially prepared by Purchaser pursuant to this Section 7.6 or as modified in accordance with requirements of Section 1060 such resolution, shall be the final determination of the Code, Allocation (the “Final Allocation Schedule”). If Purchaser and Seller are unable to agree on a resolution to any disputed items within ten (10) days Business Days after Buyer’s receipt the expiration of a timely written notice of objection or proposed changes from Seller. If Buyer and Seller are unable to resolve such differences within such time the foregoing thirty (30) day period, then any remaining such unresolved disputed matters will items shall be submitted to an independent accounting firmthe Accountant for resolution in accordance with the dispute resolution procedures set forth in Section 2.4, mutatis mutandis (provided that, any fees and expenses of the identity Accountant incurred in connection with the determination of which the Final Allocation Schedule pursuant to this Section 7.6 shall be agreed upon borne 50% by Buyer Purchaser and Seller each acting reasonably50% by the Seller), for resolution. Promptly, but by no later than ten (10) days after submission to it which resolution shall be made in accordance with the provisions of the dispute(s)first sentence of this Section 7.6, the independent accounting firm will determine those matters in dispute and will render a written report as shall be limited to the remaining unresolved disputed matters items and the resulting allocation, which report shall be conclusive and binding upon the Parties. The fees and expenses of In such case, the independent accounting firm Draft Allocation Schedule, as modified by the Accountant in respect of such report accordance with the immediately preceding sentence, shall be paid one-half by Buyer and one-half by Seller. Buyer and Seller shall report, act, and file in all respects and for all Tax purposes (including the filing of Internal Revenue Service Form 8594) in a manner consistent with such allocations set forth on the Purchase Price Final Allocation so finalized, and shall take no position for Tax purposes inconsistent therewith unless required to do so by applicable law. Buyer and Seller shall reasonably cooperate in the preparation, execution and filing and delivery of all documents, forms and other information as the other Party may reasonably request to assist in the preparation of any filings relating to the allocation, pursuant to this Section 3.5Schedule.