Common use of Tax Allocation Clause in Contracts

Tax Allocation. Sellers and Buyer shall allocate that portion of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the 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 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall 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 on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Law. ARTICLE III

Tax Allocation. Sellers and (a) No later than 30 days after the resolution of the Final Net Working Capital, Buyer shall allocate that portion provide a schedule to Seller setting forth in reasonable detail an allocation of the Aggregate Purchase Price allocated to Mission US purchase price among the assets and liabilities of Mission US the Company in accordance a manner consistent with Section 1060 of the Code, Code and the Treasury Regulations thereunder (such allocation shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion “Draft Allocation”). (b) Within 30 days after the receipt of the Aggregate Purchase Price Draft Allocation, Seller shall provide notice to Buyer of any dispute as 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 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 Draft Allocation (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocationany portion thereof). If Seller timely disputes the Draft Allocation (or any portion thereof), Buyer objects to such allocation, the parties and Seller shall negotiate in good faith to resolve the disputed itemsdispute. If Buyer and Sellers are unable to reach agreement within thirty Seller does not timely dispute the Draft Allocation (30) days after such objection has been givenor any portion thereof), all unresolved disputed items shall be promptly referred to the 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 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute Draft Allocation shall be final and binding on the parties hereto. The fees Parties and expenses 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 Independent Accountant dispute) shall be borne by Sellers, final and binding on the one hand, Parties (any final and Buyer, on binding allocation under this shall be referred to as the other hand, in proportion “Final Allocation”). (c) In the event there is a Final Allocation and there is an adjustment to the amounts by which their respective allocations differ from purchase price after the allocations as finally determined by Final Allocation has been determined, Seller and Buyer shall make appropriate adjustments in accordance with the Independent Accountant. The parties Final Allocation to reflect such adjustment (the “Revised Allocation”). (d) Buyer and Seller agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, to file their all Tax Returns consistently with such allocations. Each party hereto shall not take, (including IRS Form 8594 and shall not permit any of such party's Affiliates to take, amended Tax Returns or claims for refund) in a position on any Tax Return, before any tax authority charged manner consistent with the collection of any Tax or in Final Allocation (subject to necessary adjustments to reflect a Revised Allocation) and neither Buyer nor Seller will take any proceeding involving any Tax that is position inconsistent with such allocation on any Tax Return or otherwise, unless required to do so by applicable Law 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. ARTICLE IIIEach of Buyer and Seller shall promptly notify the other in writing upon receipt of notice of any pending or threatened Tax audit or assessment challenging to how the purchase price is allocated among the assets of the Company. (e) Notwithstanding the foregoing, if prior to the due date of a Tax Return to be filed after the Closing Date there is not a Final Allocation, Buyer or Seller, as the case may be, shall be entitled to take any good faith position with respect to all unresolved items as to the allocation of the purchase price on such Tax Return to be filed, and if on or prior to the 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. Sellers All amounts constituting consideration within the meaning of, and Buyer shall allocate that portion of for the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with purposes of, Section 1060 of the Code, Code and such allocation the regulations thereunder shall be allocated among the Acquired Assets and any other assets or rights acquired by Buyer hereunder in the manner required by Section 1060 of the Code and the regulations thereunder and all applicable Laws. No later than ninety (90) 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 Parties fifteen (15) calendar days after Buyer provides such schedule to Holder, unless Holder objects in writing to Buyer, specifying the basis for all Tax purposes. Sellers its objection 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 preparing an alternative allocation. In additionIf Holder does object, but subject Buyer and Holder shall in good faith attempt to resolve the foregoing, Sellers and dispute within fifteen (15) calendar days of receipt by Buyer shall allocate the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and of written notice of Holder’s objection. Any such allocation resolution shall be final and binding on the parties for all Tax PurposesParties. Specifically, within sixty (60) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all Any unresolved disputed items disputes shall be promptly referred submitted to the 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 items set forth an independent accounting firm selected in the objection notice. If unresolved disputed items are submitted to the Independent Accountantmanner described in Section 3.3(a) for determination, 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute which determination shall be final and binding on the parties heretoParties. The Buyer and Holder will each pay one-half of the fees and expenses of the Independent Accountant independent accounting firm. The Parties shall cooperate with each other and the independent accounting firm in 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 borne by Sellersreasonably requested. Each of the Parties agrees to (a) prepare and timely file all Tax Returns, on including IRS Form 8594 (and all supplements thereto) in a manner consistent with the one handAllocation 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, including those in respect of payments made under Article XV hereof. In the case of any such payment, Buyer shall propose a revised Allocation Schedule, and Buyerthe Parties shall follow the procedures described above with respect to review, on the other hand, dispute and resolution in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, and shall not permit any respect of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Law. ARTICLE IIIrevision.

Tax Allocation. Sellers and Buyer shall allocate The Parties to this Agreement agree that portion the amount of the Aggregate Purchase Price allocated total consideration transferred by Purchasers to Mission US among Seller pursuant to this Agreement (the “Consideration”) is and the allocation of the Consideration will be in accordance with the fair market value of the assets and liabilities Liabilities transferred pursuant to this Agreement. The allocation of Mission US the Consideration in accordance with Section 1060 the fair market values of the Codeassets and Liabilities transferred shall be provided by Seller within [***] ([***])[***] following the Closing Date, and Purchasers shall have the right to review and raise any objections in writing to 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 [***] ([***])[***] period, the proposed 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocationbecome final. If Buyer objects Purchasers disagree with respect to such any item in the allocation, the parties Parties shall negotiate in good faith to resolve the disputed itemsdispute. If Buyer and Sellers the Parties are unable to reach agreement agree on the allocation within thirty [***] (30[***])[***] after the commencement of such good faith negotiations (or such longer period as Seller and Purchasers may agree in writing), then the parties shall refer such dispute to an independent internationally recognized accounting firm (“Independent Accountant”) days after at that time to review the allocation, and make a determination as to the resolution of such objection has been given, all unresolved disputed items allocation. The determination of the Independent Accountant regarding the allocation shall be promptly referred to delivered as soon as practicable following engagement of the 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 more than thirty [***] (30) days after such submission to the Independent Accountant[***])[***] thereafter, and to resolve only those unresolved disputed items set forth in shall be final, conclusive and binding upon Seller and Purchasers, and Seller shall revise the objection noticeallocation accordingly. If unresolved disputed items are submitted to the Independent Accountant, BuyerSeller, on the one hand, and Sellers, Purchasers 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution pay one-half of the dispute shall be final and binding on the parties hereto. The fees and expenses cost of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will finalized allocation shall be established by arms' length negotiation between Sellers binding on Seller and Buyer. The parties shallPurchasers for all Tax reporting purposes, and shall cause their respective Affiliates to, file their Tax Returns consistently with such allocations. Each party hereto shall not take, Seller and shall not permit Purchasers agree to refrain from taking any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation therewith unless required to do so by Law. ARTICLE IIIapplicable Law or a final determination of a Taxing Authority.

Tax Allocation. Sellers and Buyer shall allocate that portion of the Aggregate The Purchase Price shall be allocated to Mission US among the assets and liabilities of Mission US the Purchased LLC Entities in accordance with Section 1060 of the 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 Code and the aggregate purchase price under Treasury Regulations thereunder and consistent with 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the 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 items methodology set forth in at Exhibit F (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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review“Allocation”). The resolution of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations the total amount of the Purchase Price to be allocated to the assets of the Company (excluding 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 established 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 arms' length negotiation between Sellers 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 Buyer(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 Closing Date. Buyer shall notify Seller in writing within ten (10) days of receiving the draft Allocation that Buyer disagrees with respect to such Allocation, with specificity, in which case the parties shall resolve such dispute in accordance with Section 6.4. In the event that Buyer does not notify Seller in accordance with the preceding sentence, Buyer will be deemed to accept such Allocation. The Allocation will be amended to reflect any adjustment to the Purchase Price, as applicable, in accordance with the procedures set forth in this Section 6.11. Each of the parties shall, and shall cause their respective Affiliates shall report, act and file Tax Returns (including, but not limited to, file their Tax Returns consistently with such allocations. Each party hereto shall not takeIRS Form 8594), in all respects and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged for all purposes consistent with the collection of allocation pursuant to this Section 6.11 (including any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required adjustments thereto subsequently made by Buyer and Seller pursuant to do so by Law. ARTICLE IIIthis Section 6.11).

Tax Allocation. Sellers (i) The parties agree that the Purchase 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 allocate and Seller that portion the percentage of the Aggregate 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 allocated to Mission US among shall be increased by the assets and liabilities of Mission US “Additional Purchase Price”, which shall be calculated in accordance with Section 1060 the formulas directly below, provided that the Additional Purchase Price shall not exceed the amount set forth on Schedule 2(h)(ii) (the “Additional Purchase Price Cap”). 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. (Minimum 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 Code, and such allocation shall be binding on the parties for all Tax purposesAdditional Purchase Price (if any) or a statement that no Additional Purchase Price is due. Sellers Seller and Buyer shall allocate agree that the “Income Tax Rate” equals 29.6% and the “Capital Gains Tax Rate” equals 20%. (iv) Buyer may provide a portion of preliminary Allocation Schedule to Seller at or prior to Closing (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“Preliminary Allocation Schedule”), but subject to the foregoing, Sellers and in all events Buyer shall allocate deliver the Aggregate Purchase Price under this Agreement and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, Allocation Schedule within sixty (60) days after the Closing Date. Buyer shall be obligated to pay the Additional Purchase Price (if any) within ten (10) Business Days after delivery of the Allocation Schedule. (v) At Closing, the Sellers Break-Up Fee Letter of Credit (as defined below) shall prepare and deliver be changed to an amount equal to (or replaced with a draft allocation to new letter of credit in such amount) (1) if Buyer for Buyer's review and approvalprovided a Preliminary Allocation Schedule, such approval the amount of the Additional Purchase Price set forth therein or (2) if Buyer did not to be unreasonably withheldprovide a Preliminary Allocation Schedule, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocationthe Additional Purchase Price Cap. If Buyer objects to such allocation, does not timely pay the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the 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 AccountantAdditional Purchase Price, and does not cure such failure after application and expiration of all applicable notice and cure periods provided in this Agreement, then Seller shall have the right to resolve only those unresolved disputed items set forth 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 objection notice. If unresolved disputed items are submitted to the Independent Accountant, Buyer, on the one handAllocation Schedule, and Sellersnot to take or cause to be taken any position or other action inconsistent with this the Allocation Schedule for any Tax reporting purpose, 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution upon examination of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall 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 on any Tax Return, before in any tax authority charged with the collection of any Tax claim for refund, or in any proceeding involving litigation, investigation or otherwise, unless otherwise required by a determination (within the meaning of Code Section 1313(a) or any Tax that is inconsistent corresponding or similar provision of state or local law). (vii) Any adjustments to the Purchase Price pursuant to Section 2(g) or as otherwise provided in this Agreement shall be allocated in a manner consistent with such allocation unless required to do so by Law. ARTICLE IIIthe Allocation Schedule.

Tax Allocation. Sellers (a) The Purchase Price (plus assumed liabilities to the extent properly taken into account under the Code and Buyer the Treasury regulations promulgated thereunder), shall allocate that portion be allocated among the Assets of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US Company in accordance with Section 1060 of the 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 Code and the aggregate purchase price under Treasury regulations promulgated thereunder, as agreed upon by the Goodwill Purchase Agreement, Buyer and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, Sellers within sixty (60) days after the Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to which agreement will be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report based on the unresolved disputed items as promptly as practicable, but in no event longer than thirty (30) days after such submission to the Independent Accountantan independent appraisal, and to resolve only those unresolved disputed items set forth which may be revised in accordance with the objection notice. If unresolved disputed items are submitted to following sentence (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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review“Allocation”). The Buyer and 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 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 prepare or revise the Allocation in accordance with Section 1.06(a) hereof, then the Buyer and the Sellers’ Representative shall attempt to determine an appropriate Allocation, and any resolution of the dispute by them as to any disputed amounts shall be final final, binding and binding conclusive on the parties hereto. If the Sellers’ Representative and the Buyer are unable to reach a resolution with such 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 submission, determine and report to the Sellers’ Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Buyer. The fees and expenses disbursements of the Independent Accountant Accounting Firm shall be borne by allocated between the Sellers, on ’ Representative and the one hand, and Buyer, on Buyer in the other hand, in same proportion that the aggregate amount of such remaining disputed items so submitted to the amounts Independent Accounting Firm that is unsuccessfully disputed by which their respective allocations differ from the allocations each such party (as finally determined by the Independent Accountant. Accounting Firm) bears to the total amount of such remaining disputed items so submitted. (c) The parties Buyer and the Sellers’ Representative agree that such allocations will to (i) be established bound by arms' length negotiation between Sellers the Allocation, (ii) act in accordance with the Allocation in the preparation of all financial statements and Buyer. The parties shall, and shall cause their respective Affiliates to, file their the filing of all Tax Returns consistently (including filing Form 8594 with such allocations. Each party hereto shall not take, their United States federal income Tax Return for the taxable year that includes the date of the Closing) and shall not permit any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with in the collection course of any Tax audit, Tax review or in any proceeding involving any Tax that is litigation relating thereto, and (iii) take no position and cause their Affiliates to take no position inconsistent with such allocation the Allocation for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to do so by Law. ARTICLE IIIan agreement with the IRS.

Tax Allocation. Sellers and Buyer If ▇▇▇▇▇ shall allocate that portion have an election in effect under Section 754 of the Aggregate Purchase Price allocated to Mission US among Code for the assets and liabilities taxable year of Mission US in accordance with Section 1060 of ▇▇▇▇▇ that includes the CodeClosing Date, 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the Independent Accountant. The Independent Accountant shall be directed to render a written report on the unresolved disputed items then as promptly as practicable, but in no event longer later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a 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 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 1.751-1(a)(2) in determining the character of Seller’s gain or loss, as the case may be, for federal income tax purposes in respect of the transactions contemplated by this Agreement. Seller shall have fifteen (15) days to review the Valuation Statement and shall notify Purchaser of any disputes with the valuation as set forth in the Valuation Statement. Seller and Purchaser shall negotiate in good faith to resolve any such dispute before the date that is sixty (60) days before the due date of the tax returns that reflect the valuation. If Seller and Purchaser cannot resolve the disputed valuation before such date, then Seller and Purchaser shall refer the dispute to PricewaterhouseCoopers LLP (the “Accounting Referee”) to review and to determine the proper valuation (it being understood that in making such determination, the Accounting Referee shall be functioning as an expert and not as an arbitrator). The Accounting Referee shall deliver to Seller and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days after such submission to from the Independent Accountant, and to resolve only those unresolved disputed 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution date of engagement of the dispute shall Accounting Referee), a determination of the valuation. This determination will be final and binding on the parties heretoParties and all tax returns filed by Purchaser, Seller and each of their Affiliates shall be prepared consistently with such valuation. The fees cost of such review and expenses of the Independent Accountant report shall be borne by Sellers, on Purchaser. Seller and Purchaser shall use commercially reasonable efforts to ensure that the one hand, and Buyer, on the other hand, in proportion to the amounts Valuation Statement is not disputed by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall 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 on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Law. ARTICLE III▇▇▇▇▇.

Tax Allocation. (a) The Group B Sellers and the U.S. Buyer shall agree to allocate that portion of the Aggregate U.S. Purchase Price allocated and any other items constituting consideration for the Interests for applicable income Tax purposes (to Mission US the extent known at such time) among the assets of each of QPLLC and liabilities of Mission US QSGP as set forth in accordance Section 10.2(b). (b) The U.S. Buyer shall provide the Sellers with draft allocations pursuant to Section 10.2(a) that comply with Section 1060 of the 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 Code and the aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on the parties for all Tax Purposes. Specifically, Treasury Regulations promulgated thereunder within sixty (60) days after Closingthe Closing Date (the “Allocation”). If the Sellers disagree with all or a portion of the Allocation, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement may within thirty (30) days after such objection has been givenreceipt of the Allocation notify the U.S. Buyer of its objections. The U.S. Buyer and the Sellers shall work in good faith to resolve any disagreements. If after fifteen (15) days the U.S. Buyer and the Sellers have not resolved their disagreements, all unresolved the disputed items portion of the Allocation shall be promptly referred delivered to the Independent AccountantAccounting Firm. The Independent Accountant Accounting Firm shall be directed to render a written report on review the unresolved disputed items as promptly as practicable, but in no event longer than portion of such draft Allocation and determine the final Allocation within thirty (30) days after such submission to the Independent Accountant, and to resolve only those unresolved disputed 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 requestof receipt. The Independent Accountant shall resolve the disputed items based solely on the applicable definitions and other terms in this Agreement and the presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution cost of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant such accounting firm shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined one-half by the Independent AccountantU.S. Buyer and one-half by the Sellers. The parties agree that such allocations will be established by arms' length negotiation between Group B Sellers and Buyer. The parties the U.S. Buyer shall, and shall cause their respective Affiliates to, file their Tax Returns report consistently with such allocations. Each party hereto the final Allocation in all Tax Returns, including IRS Form 8594, which the U.S. Buyer and the Group B Sellers shall timely file with the appropriate Tax Authority, and the Group B Sellers, the U.S. Buyer and each of their respective Affiliates shall not take, and shall not permit any of such party's Affiliates to take, a position on file any Tax Return, before Return or other document or otherwise take any tax authority charged with the collection of any Tax or in any proceeding involving any Tax position that is inconsistent with the Allocation determined pursuant to this Section 10.2(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 allocation unless required to do so by Law. ARTICLE IIIchallenge.

Tax Allocation. Sellers (a) No later than 120 days following the Determination Date, Seller shall deliver to Buyer a statement (the “Allocation Statement”), allocating the Purchase Price (plus assumed liabilities, to the extent properly taken into account) pursuant to Section 1060 and Section 338 of the Code and the Treasury Regulations promulgated thereunder among the assets of the Company Entities. If Buyer objects in writing to the Allocation Statement within 20 Business Days of receiving such Allocation Statement, Seller and Buyer shall allocate cooperate in good faith to resolve their differences; provided, that portion of if, after 20 Business Days from the Aggregate Purchase Price allocated date that Seller received Buyer’s written objections, Seller and Buyer are unable to Mission US among resolve their differences and mutually agree on an allocation, the assets dispute shall be submitted for resolution to the Independent Accounting Firm, who, acting as an expert and liabilities of Mission US in accordance not an arbitrator, shall resolve any disputes with Section 1060 of regard to the Code, Allocation Statement and such allocation whose determination shall be binding on upon the parties for all Tax purposeshereto. Sellers and Buyer shall allocate a portion The allocation of the Aggregate Purchase Price to Price, as agreed upon by B▇▇▇▇ and Seller (including because Buyer does not timely object in writing) or as determined by the Mission UK SharesIndependent Accounting Firm as applicable (the “Final Allocation”), 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 aggregate purchase price under the Goodwill Purchase Agreement, and such allocation shall be final and binding on upon the parties for all Tax Purposes. Specifically, within sixty hereto (60which Final Allocation may be updated pursuant to the final sentence of this Section 7.08) days after Closing, the Sellers shall prepare and deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen bear fifty percent (1550%) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, and Seller shall bear fifty percent (50%) of all fees and costs incurred in connection with the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the 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 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution determination of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined Final Allocation by the Independent AccountantAccounting Firm. The parties agree that such allocations will be established by arms' length negotiation between Sellers Buyer and Buyer. The parties shall, and Seller shall cause their respective Affiliates to, file their all applicable Tax Returns consistently (including IRS Form 8883 and any other comparable state or local form) in a manner consistent with the Final Allocation and neither Seller nor Buyer shall take any position inconsistent with such allocations. Each party hereto shall not take, and shall not permit any of such party's Affiliates to take, a position Final Allocation on any Tax Return, before any tax authority charged with the collection of any Tax audit, examination, investigation or in any proceeding involving any Tax that is inconsistent with such allocation similar proceeding, unless required to do so by Applicable Law. ARTICLE IIIIn the event that any adjustment to the aggregate Purchase Price is made, the parties shall cooperate in good faith to update the Final Allocation accordingly.

Tax Allocation. Sellers The parties hereto acknowledge and Buyer agree that the Merger Consideration and any other items properly treated as consideration for U.S. federal income Tax purposes shall allocate that portion of the Aggregate Purchase Price be allocated to Mission US among the assets and liabilities of Mission US the Acquired Companies in accordance with Section 751 and Section 1060 of the CodeCode and the Treasury Regulations promulgated thereunder (the “Allocation”). Within thirty (30) days after the Determination Date, and such allocation Acquiror shall be binding on the parties for all Tax purposes. Sellers and Buyer shall allocate a portion of the Aggregate Purchase Price provide to the Mission UK SharesHolder Representative a draft Allocation, subject to a maximum amount of $7,500,000 in respect of such allocationfor the Holder Representative’s review and comment. In addition, but subject to the foregoing, Sellers and Buyer The Holder Representative shall allocate the Aggregate Purchase Price under this Agreement and the 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 have sixty (60) days after Closingreceipt of the draft Allocation to propose any changes to Acquiror’s draft Allocation; provided, that if the Holder Representative does not notify Acquiror in writing of its proposed changes to Acquiror’s draft Allocation within such sixty (60) day period, the Sellers shall prepare and deliver a Holder Representative will be deemed to have accepted Acquiror’s draft allocation to Buyer for Buyer's review and approvalAllocation, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the 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 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute which shall be final and binding 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 Holder Representative shall reasonably cooperate to promptly resolve any disputes with respect to ▇▇▇▇▇▇▇▇’s draft Allocation. If they are unable to resolve any such dispute within thirty (30) days after ▇▇▇▇▇▇▇▇’s receipt of the Holder Representative’s proposed changes to the Allocation, any remaining disputed items shall be submitted to the Independent Accountant who shall determine only those items in dispute. The fees 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 adjustment to the Merger Consideration after the final Allocation has been determined, the final Allocation shall be adjusted in accordance with the methodology set forth in this Section 8.2(g) to reflect such adjustment. The costs and expenses of the Independent Accountant in resolving any such dispute shall be borne equally by Sellers, on ▇▇▇▇▇▇▇▇ and the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent AccountantHolder Representative. The parties agree that such allocations will be established by arms' length negotiation between Sellers Holders and Buyer. The parties Acquiror shall, and shall cause their respective Affiliates to, file their Tax Returns report consistently with such allocations. Each party hereto shall not takethe 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 not permit take any of such party's Affiliates to take, a position on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax Return that is inconsistent with such allocation the final Allocation, as adjusted in accordance with this Section 8.2(g), unless otherwise required by applicable Law; provided, however, that no party or its Affiliates shall be impeded in its ability and discretion to do so by Law. ARTICLE IIInegotiate, compromise and/or settle any Tax audit, claim or similar proceedings relating to the Allocation.

Tax Allocation. Sellers and Buyer shall allocate that portion of the Aggregate Purchase Price allocated to Mission US among the assets and liabilities of Mission US in accordance with Section 1060 of the 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 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 deliver a draft allocation to Buyer for Buyer's review and approval, such approval not to be unreasonably withheld, conditioned or delayed. Buyer shall have fifteen (15) Business Days to review, approve or object to such allocation. If Buyer objects to such allocation, the parties shall negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to reach agreement within thirty (30) days after such objection has been given, all unresolved disputed items shall be promptly referred to the 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 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 presentations by Buyer, on the one hand, and Sellers, on the other hand (and not by independent review). The resolution of the dispute shall be final and binding on the parties hereto. The fees and expenses of the Independent Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand, in proportion to the amounts by which their respective allocations differ from the allocations as finally determined by the Independent Accountant. The parties agree that such allocations will be established by arms' length negotiation between Sellers and Buyer. The parties shall, and shall 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 on any Tax Return, before any tax authority charged with the collection of any Tax or in any proceeding involving any Tax that is inconsistent with such allocation unless required to do so by Law. ARTICLE III.