Common use of Allocation of Purchase Price Clause in Contracts

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code).

Allocation of Purchase Price. Sellers Within one hundred and eighty (180) days following the Closing Date, the Buyer agree shall prepare and deliver to allocate amounts treated the Sellers’ Representative an allocation of the purchase price (adjusted as consideration necessary to determine the purchase price for U.S. federal income tax purposes (as so adjusted for U.S. federal income tax purposes, the “Tax Allocation Purchase Price”)) among each of the Purchased Assets for all purposes Companies, and further amongst the assets of Xxxxxx Xxxxxxxx and Xxxxxxxx (including tax and financial accountingincluding, as applicable, the assets of their respective Subsidiaries) (the “Allocation Schedule”). The Allocation Schedule shall be determined in accordance with Section the purchase price allocation methodology set forth on Schedule II to this Agreement (which purchase price allocation methodology is in accordance with the general principles of Sections 338 (as applicable) and 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”thereunder). Within ninety (90) days following Unless the Closing Date, Buyer will provide Sellers’ Representative objects to Sellers a the Buyer’s draft of the Allocation Schedule prepared in accordance with within thirty (30) days after receipt thereof, such allocation methodologyAllocation Schedule shall be final. IfIf the Sellers’ Representative objects to the Buyer’s Allocation Schedule within thirty (30) days of receipt, then the Buyer and the Sellers’ Representative shall use commercially reasonable efforts to agree, within thirty (30) calendar days of the Sellers’ receipt of BuyerRepresentative’s proposed allocationobjection to the Allocation Schedule, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed an allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt Tax Allocation Purchase Price among the assets of the Seller Companies (and, as applicable, the Subsidiaries of the Companies). In the event such mutual agreement cannot be achieved, the Buyer shall engage the Independent Accounting Firm to determine the Allocation Objection Notice Schedule, the costs of which are to be shared equally among the Buyer, on the one hand, and the Sellers, on the other hand; provided, that in determining the Allocation Schedule, the Independent Accounting Firm shall apply and be bound by the purchase price allocation methodology set forth on Schedule II to this Agreement (and may not vary from such principles). Once the Allocation Schedule is final, whether by virtue of the Sellers’s Representative’s deemed acquiescence, by express written mutual agreement among the Parties, or by calculation of the Independent Accounting Firm, neither the Buyer, any of the Sellers, nor any of their respective Affiliates shall, subject to Section 9.8(e), take any position that is inconsistent with such final Allocation Schedule (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable any Tax Returns (including Form 8594, any amended Tax Returns, returns and any claims for refund) and information reports in a manner not consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the CodeSchedule).

Allocation of Purchase Price. Sellers The Purchase Price shall be allocated among the individual Assets (each an “Allocated Value”) as set forth in Exhibit “A-2” and Exhibit “A-3” on a per Existing Well and per Unit basis (referred to herein individually as a “Value Asset” or collectively as “Value Assets”), with such Allocated Values being limited to the Target Interval. The Allocated Value for the Value Assets shall be without duplication, notably, the Allocated Value for an Existing Well shall not be included in the Allocated Value for the Unit encompassing the involved Existing Well. Exhibit “A-2” and Exhibit “A-3” also set forth an allocation for federal income Tax purposes and for all other purposes as contemplated in this Agreement. Buyer represents and warrants to Seller that it has made its own reasonable allocations, in good faith, without advice or influence from Seller, and that Seller may rely on the allocations for all purposes, including, without limitation, (a) to notify holders of preferential rights and Tag Along Rights of Buyer’s offer, (b) division of the Purchase Price by and between the entities comprising Seller, and (c) as otherwise provided in this Agreement. Buyer and Seller agree to allocate amounts treated as consideration for U.S. federal income tax purposes be bound by the allocation of the Purchase Price among the Purchased Assets set forth therein for all purposes (including tax purposes; to consistently report such allocations for all federal, state and financial accounting) local income Tax purposes; and to timely file all Tax Returns required by the Code and amended returns and claims for refund concerning the Purchase Price allocations. Notwithstanding anything herein to the contrary, the Allocated Value for any of the Assets, as determined by Buyer, shall not be less than zero. Any adjustments to the Purchase Price in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation 2.3 shall be final and binding allocated according to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Allocated Values.

Allocation of Purchase Price. Sellers The Purchase Price, Assumed Liabilities, and Buyer agree to allocate amounts any other items that are treated as consideration paid by Purchaser for U.S. federal income applicable tax purposes (collectively, the “Tax Consideration”) shall be allocated (i) by country and (ii) then among the Purchased Transferred Assets for all purposes (including tax and financial accounting) acquired in each jurisdiction in accordance with the methodology set forth on Schedule 2.10 and following the procedures of this Section 2.10 (the “Allocation Methodology”), which shall be considered consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and thereunder. Reasonably promptly after the Closing Date, but no later than 45 days thereafter, Purchaser shall deliver to the Casa Seller a draft allocation methodology set setting forth Purchaser’s proposed allocation of the Tax Consideration among the Transferred Assets in Schedule 3.3 attached hereto accordance with the Allocation Methodology (the “Allocation ScheduleStatement”). Within ninety Notwithstanding anything in this Agreement to the contrary, the Parties agree that the Allocation Statement (90and computation of the allocation of the Tax Consideration among the Transferred Assets) shall be consistent with the Allocation Methodology. The Casa Seller will have 15 days following the Closing Date, Buyer will provide to Sellers a draft delivery of the Allocation Schedule prepared Statement during which to notify Purchaser in accordance with such allocation methodology. If, within thirty writing (30) calendar days an “Allocation Notice of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection NoticeObjection”) of any objections to the Allocation Statement, setting forth in reasonable detail the basis of its objections. If the Casa Seller timely submits an Allocation Notice of Objection, then for 15 days after the date that they have Purchaser receives the Allocation Notice of Objection, Purchaser and the Casa Seller will use their commercially reasonable efforts to such allocationagree on the Allocation Statement in good faith; provided that, Xxxxx’s proposed allocation if the Casa Seller does not deliver an Allocation Notice of Objection within 15 days of delivery of the Allocation Statement by Purchaser, the Allocation Statement delivered by Purchaser shall be final and binding to all partiesfinal. If Sellers timely deliver the Parties fail to Buyer a Seller Allocation Objection Noticeagree within such 15-day period, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items will be submitted to an independent, nationally recognized accounting firm mutually agreeable to the Parties, which firm will be instructed to (i) use commercially reasonable efforts to complete its work within thirty 45 days following its engagement and (30ii) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the decide all disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, in accordance with no existing relationship with either Buyer or Sellers and this Section 2.10. The allocations determined by such accounting firm shall determine (or those on the final allocation Allocation Statement prepared by Purchaser to the extent the Casa Seller fails to deliver an Allocation Notice of Objection in accordance with this Section 2.10) will be conclusive and binding on all Parties. In the event the accounting firm is unable to render a decision prior to the due date for any applicable Tax Return (taking into account valid extensions), Purchaser and the Casa Seller agree to file such allocation methodologyTax Return using the Allocation Statement proposed by Purchaser and to amend any such Tax Return as necessary to reflect the accounting firm’s determination. Buyer The fees and Sellers expenses of such accounting firm will be split evenly between the Parties. The Parties shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Statement as finalized pursuant to this Section 1313(a) of the Code)2.10.

Allocation of Purchase Price. Sellers The Purchase Price and Buyer agree to allocate amounts treated as consideration Assumed Liabilities shall be separately allocated for U.S. federal income tax Tax purposes among the Foreign Purchased Assets and the U.S. Purchased Assets as of the Effective Time. Buyer shall prepare and deliver to Seller for all purposes review an allocation schedule setting forth Buyer’s determination of such allocation (including tax and financial accountingthe “Allocation Schedule”) within sixty (60) days after the Purchase Price is finally determined pursuant to Section 3.2, which Allocation Schedule, to the extent it related to the U.S. Purchased Assets, shall be in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto Code. Within thirty (the “30) days after receipt of such Allocation Schedule”), Seller will notify Buyer in writing of any changes it proposes to the Allocation Schedule. Within ninety (90) days following the Closing Date, Buyer and Seller will provide endeavor in good faith to Sellers a draft of resolve any differences between them with respect to the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ after Buyer’s receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “given by Seller pursuant to the preceding sentence and, if they are able to do so, the Allocation Objection Notice”) of Schedule shall become final; provided, however, that in the event there are any objections that they have adjustments to such allocationthe Purchase Price pursuant to this Agreement, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers Seller shall work together in good faith agree upon a revision to resolve the disputed itemsAllocation Schedule that reflects the proportionate change amongst those classes of assets (or assets that correspond to the Assumed Liabilities), including goodwill, that caused the adjustment to the Purchase Price. If Buyer and Sellers Seller are unable to resolve all of any dispute with respect to the disputed items Allocation Schedule within thirty (30) calendar days, then within ten (10) days of Xxxxx’s receipt the election of either the Seller Allocation Objection Notice (or Buyer, such later date as Buyer and Sellers may agree), then Buyer and Sellers dispute shall refer be resolved by the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation Independent Accountant in accordance with such allocation methodologySection 3.2. Buyer and Sellers shall Seller agree to file Internal Revenue Service (“IRS”) Form(s) 8594 and all applicable Tax Returns (including Form 8594in accordance with the Allocation Schedule, as adjusted pursuant to the preceding sentence, and neither of them shall thereafter take a Tax position on any Tax Return or otherwise that is inconsistent with such allocation unless required to do so pursuant to an audit or other inquiry or examination by the IRS or other Governmental Authority. Should a disagreement arise with the IRS or other Governmental Authority with respect to the agreed-upon allocation among the Purchased Assets, any amended Tax Returns, and any claims for refund) consistent party may negotiate a change to such allocation that is inconsistent with the Allocation Schedule and if necessary to settle an examination dispute with the IRS or other Governmental Authority, which shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any be deemed to be done for settlement purposes only, so as to not impact the other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)party’s Tax Return positions.

Allocation of Purchase Price. Sellers (a) Within ninety (90) days after the final determination of the Purchase Price under Section 2.13 and Buyer agree to Section 2.14 hereunder, Seller shall allocate amounts treated as consideration for U.S. federal income tax purposes (x) the Purchase Price (together with any Assumed Liabilities or other items properly treated as purchase price for U.S. federal income tax purposes) as between the Equity of each Acquired Company and the Transferred Assets and (y) thereafter, (i) the aggregate amount allocated to the Equity of the Acquired Companies among the Purchased Equity of each Acquired Company, (ii) the aggregate amount allocated to the Transferred Assets among the Transferred Assets and (iii) the aggregate amount allocated to the Equity of any Acquired Company that is a disregarded entity for all US tax purposes or, if applicable, for which the Section 338(h)(10) Elections may be made pursuant to Section 7.9, shall be further allocated among the assets of such Acquired Company (including tax together, the “Proposed Allocation”), and financial accounting) in accordance with Section 1060 Seller shall promptly provide a copy of the Code and Proposed Allocation to Purchaser. Purchaser shall have a period of fifteen (15) Business Days after the Treasury Regulations promulgated thereunder and delivery of the allocation methodology set forth in Schedule 3.3 attached hereto Proposed Allocation (the “Allocation ScheduleResponse Period”) to present in writing to Seller notice of any objections Purchaser may have to the allocations set forth therein (an “Objection Notice”). Within Unless Purchaser timely objects to the Proposed Allocation within the specified time period, such Proposed Allocation shall be binding on the parties without further adjustment, absent manifest error. If Seller fails to provide Purchaser with the Proposed Allocation within ninety (90) days following after the Closing Date, Buyer will provide to Sellers a draft final determination of the Allocation Schedule prepared in accordance Purchase Price, Purchaser shall have the right to provide Seller with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and SellersProposed Allocation, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)remaining procedures applying mutatis mutandis.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax (A) For purposes among of making the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of 338 Elections, the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm Acquiror shall determine the final allocation in accordance with such allocation methodology. Buyer value of the assets of the Company and Sellers the Transferred Subsidiaries as of the Closing Date and shall file all applicable Tax Returns within one hundred and twenty (including Form 8594, any amended Tax Returns, and any claims for refund120) consistent days after the Closing Date provide the Seller with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determinationadjusted grossed-up basis” (within the meaning of Section 1313(a) the U.S. Treasury Regulations promulgated under section 338 of the Code, taking into account any relevant regulations and taking into account Notice 2010-1; 2010-2 IRB251) and its allocation to the assets of the Company and the Transferred Subsidiaries with respect to which the Section 338 Elections are made (the “Initial Allocation”). Except as set forth below, the Initial Allocation shall be binding, as applicable, upon the Acquiror and the Seller for purposes of allocating the “aggregate deemed sale price” (within the meaning of the U.S. Treasury Regulations promulgated under section 338 of the Code, taking into account any relevant proposed regulations) among the assets of the Company and the Transferred Subsidiaries for purposes of the Section 338 Elections; provided, however, that if the Seller disagrees with the Initial Allocation and the Seller notifies the Acquiror in a writing of its specific disagreements within forty five (45) days after having received the Initial Allocation, the Seller and the Acquiror agree to consult and resolve in good faith any such disputed item. In the event the parties are unable to resolve any such dispute within ten (10) Business Days (or such other period as mutually agreed by the parties) following the written notice to the Acquiror of the Seller’s objection, a mutually agreed upon independent nationally recognized accounting firm will be retained to resolve solely any issue in dispute as promptly as possible by deciding whether the valuation and related allocation of the Acquiror or the Seller is more consistent with applicable Law, and the determination of such firm shall be final with respect to such disputed issues. The Acquiror and the Seller shall then be bound by the Initial Allocation as adjusted to reflect the determination of such independent accounting firm (the “Final Allocation”) and shall bear equally all costs of the independent accounting firm.

Allocation of Purchase Price. Sellers Seller and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes that the Purchase Price and the relevant Assumed Liabilities shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code Code. Seller and Buyer shall provide the other promptly with any other information required to complete the Allocation Schedule (as defined below). Seller and Buyer also shall allocate and report any adjustments to the Purchase Price in accordance with Treasury Regulations promulgated thereunder Section 1.1060-1(e), and any allocations made as a result of such adjustments shall become part of the allocation methodology set forth Allocation Schedule. The Purchase Price (which for these purposes shall include the amount of the relevant Assumed Liabilities) shall be allocated among the Purchased Assets in Schedule 3.3 attached hereto accordance with a schedule that Buyer shall provide to the Seller within 30 days after the Closing. Thereafter, Seller shall have 30 days either to (a) agree with and accept such schedule or (b) in good faith suggest changes to such schedule and attempt to agree with Buyer, with each party using its commercially reasonable efforts to resolve such dispute within 40 days after Buyer delivers the proposed schedule to Seller, as to the contents of the schedule (with the resulting agreed-upon schedule in both instances called the “Allocation Schedule”). Within ninety If Seller and Buyer are unable to resolve such dispute within such 40-day period, the resolution of such dispute shall be determined by an independent accounting firm (90the “Independent Accounting Firm”) whose cost shall be borne equally by Seller and Buyer. The parties shall instruct the Independent Accounting Firm to resolve such dispute within 10 days following after submission of such disputed item to the Closing Date, Buyer will provide to Sellers a draft Independent Accounting Firm for its consideration. The Independent Accounting Firm’s resolution of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation dispute shall be final and binding on both parties and shall be deemed to all partiesamend the Allocation Schedule. If Sellers timely deliver to Once Seller and Buyer a Seller agree on the Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice Schedule (or such later date as Buyer and Sellers may agreeonce the Independent Accounting Firm determines the Allocation Schedule), then Seller and Buyer shall file Internal Revenue Service Form 8594 and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer any required attachments thereto (“Form 8594”), together with all federal, state and Sellerslocal Tax Returns, in a manner consistent with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such Allocation Schedule. Within 10 days of filing Form 8594 with the Internal Revenue Service pursuant to this Section 2.7, each party shall provide the other with a copy of such form as filed. The parties agree to act in accordance with the Allocation Statement in the course of any Tax audit, Tax review or Tax litigation relating thereto; provided that none of Seller or any of its Affiliates or Buyer or any of its Affiliates will be obligated to litigate any challenge to such allocation methodologyof the Purchase Price by a Governmental Body. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, The parties will promptly inform one another of any amended Tax Returns, and challenge by any claims for refund) consistent with Governmental Body to the Allocation Schedule and shall take no position contrary thereto agree to consult and keep one another informed with respect to the status of, and any discussion, proposal or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)submission with respect to, such challenge.

Allocation of Purchase Price. Sellers Provided that Seller makes available to Buyer and its Representatives all relevant Records, personnel, and any other materials as reasonably requested by Buyer agree after the date hereof, the Buyer shall prepare and deliver to allocate amounts treated as consideration for U.S. federal income tax purposes the Seller Stockholder Representative, at the Closing, an allocation of the Purchase Price and Assumed Liabilities (to the extent properly taken into account) among the Purchased Transferred Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation ScheduleAsset Acquisition Statement”). Within ninety Buyer shall use reasonable efforts to provide a good faith estimate of such allocation (90by taking into account the Target Working Capital and not taking into account any adjustment pursuant to Section 2.9(a)) no later than ten (10) business days following prior to the Closing Date, . Buyer will shall use reasonable best efforts to provide to Sellers a draft Seller and the Converge Buyer with an estimate of the Allocation Schedule prepared in accordance with such allocation methodologyPurchase Price and Assumed Liabilities attributable to Icontrol Canada as soon as practicable after its receipt of the Estimated Closing Working Capital Statement. IfWithin four (4) days of (i) any payment pursuant to this Agreement that is treated as a Purchase Price adjustment for Tax purposes, within or (ii) Buyer determining that one or more non-material adjustments should be made to the Asset Acquisition Statement, the Buyer shall prepare and deliver to the Seller Stockholder Representative a revised Asset Acquisition Statement. The Seller Stockholder Representative shall have thirty (30) calendar days of Sellers’ after receipt of Buyer’s proposed allocationthe Asset Acquisition Statement, Sellers do not deliver to notify the Buyer written notice (a “Seller Allocation Objection Notice”) in writing of any objections that they have to objections. If the Seller Stockholder Representative does not object in writing during such allocation30-day period, Xxxxx’s proposed allocation the Asset Acquisition Statement shall be final and binding to on all partiesParties. If Sellers timely deliver to Buyer a the Seller Allocation Objection NoticeStockholder Representative objects in writing during such 30-day period, then Buyer and Sellers the Parties shall work together cooperate in good faith to resolve reach a mutually agreeable allocation of the disputed itemsPurchase Price, which allocation shall be binding on all Parties. If Buyer and Sellers the Parties are unable to resolve all reach an agreement within fifteen (15) days of the disputed items within thirty (30) calendar days of XxxxxBuyer’s receipt of the Seller Allocation Objection Notice Stockholder Representative’s objections to the Asset Acquisition Statement (the “Resolution Period”), any disputed items shall be referred to the Accountant (as selected and defined below) for resolution, and the determination of the Accountant shall be final and binding upon all Parties. The fees and expenses of the Accountant shall be divided equally among the Buyer and the Seller Stockholder Representative (solely on behalf of the Seller Stockholders). No Party shall take any Tax position inconsistent with such final allocation. If the Seller Stockholder Representative and Buyer are not able to resolve all disputed items identified by the Seller Stockholder Representative in its notice to Buyer within the time periods described above, then the items that remain in dispute shall be submitted to Deloitte & Touche LLP, or if Deloitte & Touche LLP declines to serve, a jointly selected internationally recognized accounting firm that is not the independent auditor for either the Seller Stockholder Representative (or such later date as any of its affiliates) or Buyer and Sellers may agree(or any of its affiliates), then which firm shall, within ten (10) days, select a partner from such firm to act as arbitrator who does not have any prior contacts with the Seller Stockholder Representative or Buyer that reasonably would be expected to affect such partner’s ability to be impartial; provided, however, that if the Seller Stockholder Representative and Sellers shall refer the disputed items for resolution Buyer are unable to an select such accounting firm within fifteen (15) days after the end of national reputation mutually acceptable to Buyer and Sellersthe Resolution Period, with no existing relationship with either Buyer or Sellers and the Seller Stockholder Representative may request the American Arbitration Association to appoint, within fifteen (15) days from the date of such request, a partner meeting the criteria set forth above with significant arbitration experience related to purchase price adjustment disputes. The individual partner selected by the accounting firm or the American Arbitration Association, as the case may be, shall determine be referred to herein as the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Accountant.”

Allocation of Purchase Price. Sellers and Buyer agree To the extent required for any Tax purpose with respect to allocate amounts treated as consideration for U.S. federal income tax purposes the Sellers, the Purchaser, the Company or any of its Subsidiaries, the Purchase Price shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 Company's assets, the assets of the Code any of its Subsidiaries and the Treasury Regulations promulgated thereunder non-compete and the allocation methodology other restrictive covenants set forth in Schedule 3.3 attached hereto Section 11.2 of the Restated Operating Agreement (the “Allocation Schedule”"NON-COMPETE"), in a manner to be determined by the Purchaser. Within ninety (90) days following The Sellers and the Closing DatePurchaser agree, Buyer will provide and the Sellers agree to Sellers cause the Company and its Subsidiaries, to use the allocations determined pursuant to this Section 1.6 for all Tax purposes, to file all Tax Returns in a draft of the Allocation Schedule prepared in accordance manner consistent with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final allocations and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto unless required to do so by a change in applicable Tax laws or inconsistent therewith a good faith resolution of a contest; PROVIDED, HOWEVER, that the provisions of this Section 1.6 shall not apply with respect to allocations to fiscal year 2004 incentive fees under the Advisory Contracts with respect to Hedge Funds (including "2004 HEDGE FUND FEES"); PROVIDED, FURTHER, that in the event the Purchaser determines that the amount to be so allocated to any audits Company asset, asset of any of its Subsidiaries or examinations by any taxing authority or any other proceedingsNon-Compete that is set forth on ANNEX I (an "ANNEX ASSET") absent a contrary “determination” (within the meaning of Section 1313(a) is in excess of the Codeamount set forth opposite such Annex Asset on ANNEX I under the heading "Annex Value" (as adjusted pursuant to the last sentence of this Section 1.6), the provisions of this Section 1.6 shall not apply with respect to allocations to such Annex Asset to the extent of such excess amount; and, in the event the Purchaser determines that the amount to be so allocated to any Company assets or asset of any of its Subsidiaries that is an intangible asset other than an Annex Asset or 2004 Hedge Fund Fees in the aggregate increases by more than $6,000,000.00 the amount of ordinary income recognized by the Sellers, the provisions of this Section 1.6 shall not apply with respect to such allocations to such intangible assets to the extent of such excess amount. The parties agree that the amounts set forth opposite each Annex Asset on ANNEX I under the heading "Annex Value" as of the date hereof shall be adjusted as of the Closing Date in a manner reasonably determined by Triarc to be consistent with the methods and procedures used in the determination of Annex Value as of the date hereof.

Allocation of Purchase Price. Sellers and Buyer agree Following the Closing, the parties shall seek to jointly prepare an allocation to allocate amounts treated as the aggregate consideration for U.S. federal income tax purposes among received by the Purchased Sellers with respect to the Transferred Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code Code. The Company and Buyer shall seek to mutually agree on such allocation within 90 days after the Closing Date. Provided such mutual agreement is reached, the Company, the Buyer and their respective Affiliates shall report, act and file Tax Returns (including the IRS Form 8594) in all respects and for all purposes consistent with such allocation. Subject to the requirements of applicable Law, such allocation shall be used by the Buyer and the Treasury Regulations promulgated thereunder Company in preparing any filings required pursuant to Section 1060 of the Code or any similar provisions of state, provincial, local or foreign Law and all relevant Tax Returns (including IRS Form 8594), and neither the allocation methodology set forth Buyer nor the Company will take any position before any Taxing Authority or in Schedule 3.3 attached hereto (any judicial proceeding with respect to Taxes that is inconsistent with such allocations without the “Allocation Schedule”)prior written consent of the other party or parties, as the case may be, such consent not to be unreasonably withheld or delayed. Within ninety (90) The parties shall exercise commercially reasonable efforts to support such reported allocations in any audit proceedings initiated by any Taxing Authority; provided, however, that the Company shall not have any obligation to pay for an appraisal, to initiate any appeal or similar proceeding with any court or Taxing Authority, or in any other way incur unreasonable or extraordinary out-of-pocket expenses. The parties and their Affiliates shall timely file all forms and Tax Returns required to be filed in connection with the allocation. Not later than 30 days following prior to the filing of their respective IRS Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its IRS Form 8594. For purposes of calculating any GST/HST and other applicable Taxes payable on Closing under Section 11.6 of this Agreement, the Company shall, no later than the Closing Date, provide a preliminary allocation to the Buyer will provide to Sellers a draft in respect of the Allocation Schedule prepared Purchase Price allocated to Transferred Assets that are located in accordance with Canada, including an allocation of such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have amount to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together the Transferred Assets located in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)each province.

Allocation of Purchase Price. Sellers Seller and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes that the Purchase Price (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including tax Tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and as shown on the allocation methodology set forth in Schedule 3.3 attached hereto schedule (the “Allocation Schedule”). Within ninety A draft of the Allocation Schedule shall be prepared by Buyer and delivered to Seller within sixty (9060) days following the Closing Date, . If Seller notifies Buyer will provide in writing that Seller objects to Sellers a draft of one or more items reflected in the Allocation Schedule prepared in accordance with such allocation methodology. IfSchedule, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Seller and Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together negotiate in good faith to resolve the disputed items. If such dispute; provided, however, that if Seller and Buyer and Sellers are unable to resolve all any dispute with respect to the Allocation Schedule within ten (10) days following delivery of the disputed items within thirty (30) calendar days foregoing notice of Xxxxx’s receipt objection, such dispute shall be resolved by the Independent Accountant. The fees and expenses of the Independent Accountant shall be borne equally by Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodologyBuyer. Buyer and Sellers Seller shall (and the Stockholders shall cause Seller to) file all applicable Tax Returns (including Form 8594, any amended Tax Returns, returns and any claims for refund) and information reports in a manner consistent with the Allocation Schedule Schedule. For purposes of this Section 2.07, the “Independent Accountant” shall be the accounting firm of CliftonLarsonAllen LLP, or if CliftonLarsonAllen LLP is unable to, or for any reason, does not, serve, Buyer and Seller shall take no position contrary thereto (and the Stockholders shall cause Seller to) appoint by mutual agreement the office of an impartial nationally recognized firm of independent certified public accountants other than Buyer’s accountants or inconsistent therewith Seller’s accountants who, acting as experts and not arbitrators, shall resolve the items to which Seller has objected to in accordance with this Section 2.07 only and make any corresponding adjustments to the Allocation Schedule. Each of Buyer and Seller shall propose the name of one Independent Accountant within five (including in any audits 5) Business Days of CliftonLarsonAllen LLP informing Buyer and Seller that it is unable to serve, or examinations by any taxing authority not serving or any other proceedingsresponding to Buyer’s request to serve, within two (2) absent a contrary “determination” (days of Buyer’s request to serve. If Buyer or Seller fails to propose the name of an independent accounting firm within the meaning of Section 1313(aforgoing five (5) Business Day period, then the Independent Accountant shall be the independent accounting firm proposed by Buyer or Seller, as the case may be. In the event that the parties do not agree upon an Independent Accountant within fifteen (15) days of the Code)date upon which an Independent Accountant is initially proposed by one party to the other, the parties shall submit the matter to the American Arbitration Association for determination of the Independent Accountant.

Allocation of Purchase Price. No later than thirty (30) Business Days following the Closing Date, Sellers shall submit to Purchaser in writing the allocation of the Purchase Price among all of the Assets in accordance with the provisions of Section 1060 of the Code and the regulations promulgated thereunder (the “Allocation Notice”). Purchaser shall be deemed to have accepted the Allocation Notice, and it shall be deemed final, unless Purchaser provides written notice of disagreement to Sellers within thirty (30) Business Days of receipt of the Allocation Notice (a “Disagreement Notice”). If Purchaser provides a Disagreement Notice, Sellers and Buyer agree Purchaser shall negotiate in good faith to allocate amounts treated as consideration for U.S. federal income tax purposes among resolve the Purchased Assets for all purposes differences. If the disagreements cannot be resolved within ten (including tax 10) Business Days of CTI’s receipt of the Disagreement Notice, Purchaser and financial accounting) Sellers shall engage the Independent Accounting Firm to resolve the differences. The independent accounting firm will be requested to resolve the dispute and determine the correct allocation in accordance with Section 1060 of the Code Code, and the Treasury Regulations promulgated thereunder issue its report within ten (10) Business Days of its engagement in writing to Purchaser and the allocation methodology set forth in Schedule 3.3 attached hereto Sellers (the “Allocation ScheduleAccounting Report”), or such longer period as the accounting firm may require. Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft One half of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all fees of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such independent accounting firm shall determine the final allocation in accordance with be borne by Purchaser, and one half of such allocation methodologyfees shall be borne by Sellers. Buyer and Neither Purchaser nor Sellers shall file all applicable take a position on any Tax Returns (including Form 8594return, before any amended governmental Tax Returns, and any claims for refund) consistent agency or in a judicial proceeding that is inconsistent with the Allocation Schedule and shall take no position contrary thereto Notice, if final, or inconsistent therewith (including in any audits or examinations the Accounting Report, except as required by any taxing authority or any other proceedings) absent a contrary “determination” (within law. To the meaning of extent required by Section 1313(a) 1060 of the Code), the Allocation Notice or Accounting Report, as appropriate, will be revised to reflect any adjustment to the Purchase Price.

Allocation of Purchase Price. Sellers The Purchase Price, the TruPS Assumption and, to the extent they constitute part of the amount realized on the Stock and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes Asset Purchase, any other liabilities assumed by Acquiror, shall be allocated among the Purchased Assets assets of the Bank, the Realty Subsidiary, and all other Company assets transferred in the Stock and Asset Purchase for all purposes (including tax Tax and financial accountingreporting) as shown on the allocation schedule prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto this Section 7.5 (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a A draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final prepared by the Company and binding delivered to all partiesAcquiror within sixty (60) days prior to the due date for the timely filing of IRS Form 8594 (Asset Acquisition Statement Under Section 1060). If Sellers timely deliver Acquiror notifies the Company in writing that Acquiror objects to Buyer a Seller one or more items reflected in the Allocation Objection NoticeSchedule, then Buyer the Company and Sellers Acquiror shall work together negotiate in good faith to resolve such dispute; provided, however, that if the disputed items. If Buyer Company and Sellers Acquiror are unable to resolve all of any dispute with respect to the disputed items Allocation Schedule within thirty twenty (3020) calendar days of Xxxxxfollowing Acquiror’s receipt of the Seller Allocation Objection Notice (or notice, such later date as Buyer and Sellers may agree), then Buyer and Sellers dispute shall refer the disputed items for resolution to an be resolved by a nationally recognized accounting firm of national reputation mutually selected by Acquiror and reasonably acceptable to Buyer the Company (the “Accounting Referee”). The fees and Sellersexpenses of such Accounting Referee shall be borne 50% by the Company and 50% by Acquiror. Acquiror, with no existing relationship with either Buyer or Sellers the Company’s Subsidiaries and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers Company shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, returns and any claims for refund) and information reports in a manner consistent with the Allocation Schedule and Schedule. Any adjustment to the Purchase Price pursuant to this Agreement herein shall take no position contrary thereto or inconsistent therewith (including be allocated in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within manner consistent with the meaning of Section 1313(a) of the Code)Allocation Schedule.

Allocation of Purchase Price. (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and Buyer agree (ii) the amount allocated to allocate amounts treated as consideration for U.S. federal income tax purposes the Acquired Assets sold by each such Seller shall be further allocated among the Purchased such Acquired Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation ScheduleAllocation”). Within ninety The Allocation shall be delivered by Buyer to Sellers within sixty (9060) days following after the Closing DateClosing. Sellers’ Representative, Buyer on behalf of Sellers, will provide have the right to Sellers a draft of raise reasonable objections to the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of after Buyer’s delivery thereof, in which event Buyer and Sellers’ receipt Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) days after Sellers’ Representative notify Buyer of Buyer’s proposed allocationsuch objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant. The fees, costs and expenses of the Neutral Accountant (i) shall be borne by Buyer in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by Buyer (as finally determined by the Neutral Accountant) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Sellers do not deliver in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Buyer written notice (a “Seller as finally determined by the Neutral Accountant) bears to the aggregate dollar amount of all such items so submitted. The decision of the Neutral Accountant in respect of the Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to upon Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including including, but not limited to, Internal Revenue Service Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and absent a change in Law; provided, however, that nothing contained herein shall take no position contrary thereto prevent Buyer or inconsistent therewith (including in any audits Seller from settling any proposed deficiency or examinations adjustment by any taxing authority Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other proceedings) absent a contrary “determination” (within provisions of this Agreement, the meaning of Section 1313(a) of foregoing agreement shall survive the Code)Closing Date without limitation.

Allocation of Purchase Price. Sellers (a) Reasonably promptly after the Closing Date, but no later than 90 days thereafter, Purchaser will prepare and Buyer agree deliver to allocate amounts the Casa Seller, an allocation schedule setting forth the Purchase Price, Assumed Liabilities, and any other items that are treated as consideration paid by Purchaser for U.S. federal income tax applicable Tax purposes to be allocated among the Purchased Assets for all purposes Transferred Assets, pursuant to (including tax and financial accountingto the extent necessary to comply with) in accordance with Section 1060 of the Code and the Treasury Regulations applicable regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Proposed Allocation ScheduleStatement”). Within ninety (90) days The Casa Seller will have 20 Business Days following the Closing Date, Buyer will provide to Sellers a draft delivery of the Proposed Allocation Schedule prepared Statement during which to notify Purchaser in accordance with such allocation methodology. If, within thirty writing (30) calendar days an “Allocation Notice of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection NoticeObjection”) of any objections that they have to such allocationthe Proposed Allocation Statement, Xxxxx’s proposed allocation shall be final and binding to all partiessetting forth in reasonable detail the basis of its objections. If Sellers timely deliver to Buyer a the Casa Seller submits an Allocation Objection NoticeNotice of Objection, then Buyer for 20 Business Days after the date that Purchaser receives the Allocation Notice of Objection, Purchaser and Sellers shall work together the Casa Seller will use their commercially reasonable efforts to agree on the allocations in good faith to resolve the disputed itemsfaith. If Buyer and Sellers are unable the Parties fail to resolve all agree within 20 Business Days of such notice, the unresolved allocations will be submitted to an independent, nationally recognized accounting firm mutually agreeable to the Parties, which firm will be instructed to determine its best estimate of the disputed items within thirty (30) calendar days of Xxxxx’s receipt allocation schedule based on its determination of the Seller Allocation Objection Notice (or such later date as Buyer unresolved allocations and Sellers may agree), then Buyer and Sellers shall refer provide a written description of the disputed items basis for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and its determination within 45 Business Days after submission. The allocations determined by such accounting firm shall determine (or those on the final allocation Proposed Allocation Statement to the extent the Casa Seller fails to deliver an Allocation Notice of Objection in accordance with this Section 2.11(a)) will be conclusive and binding on all Parties and will become the “Final Allocation Statement.” If applicable, the fees and expenses of such allocation methodology. Buyer accounting firm will be paid by and Sellers shall file all applicable Tax Returns apportioned between the Parties based on the aggregate dollar amount in dispute and the relative recovery as determined by the accounting firm (including Form 8594such that, any amended Tax Returnsby way of example, if the amount in dispute is $100 and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including it is resolved $70 in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) favor of the CodePurchaser and $30 in favor of the Casa Seller, then the Casa Seller would bear 70% of the fees and expenses of such accounting firm and Purchaser would bear 30% of the fees and expenses).

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes Within thirty (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (9030) days following the Closing Date, Buyer will provide Sellers and Sellers' accountants shall prepare, and deliver to Sellers Purchaser a draft proposed allocation of the Allocation Schedule prepared Purchase Price to be paid hereunder, plus any assumption of Assumed Liabilities or other consideration deemed paid hereunder be paid hereunder, between the Sellers and among the class references to assets in accordance with Treasury Regulation Sections 1.338-6T, 1.338-7T and 1.1060-1T (the "Preliminary Allocation"). Sellers and their accountants shall prepare the Preliminary Allocation in good faith, and both the Preliminary Allocation and Final Allocation (as defined below) shall be prepared in a manner whereby the allocations for inventory, accounts receivable (if any), tangible personal property, and intangible personal property shall not exceed the adjusted Tax basis for such allocation methodologyproperty for federal income tax purposes in the hands of Sellers immediately prior to the Closing, and no portion of the Purchase Price will be allocated to any covenant not to compete or similar arrangement as defined in Section 197(d)(1)(E) of the Code. If, Each of the parties shall reasonably cooperate with the other in any manner in which may be reasonably requested in connection with determining the Final Allocation (as defined below). If Purchaser does not deliver a written notice to Sellers within thirty (30) calendar days of Sellers’ after receipt of Buyer’s the Preliminary Allocation specifying in reasonable detail the nature of any objection it may have to the proposed allocation, Sellers do not deliver Buyer written notice allocation (a “Seller an "Allocation Objection Notice”) "), then the Preliminary Allocation shall be the final allocation of any objections that they have to the Purchase Price, the Assumed Liabilities and other relevant items among the Acquired Assets and between the Sellers (such allocation, Xxxxx’s proposed allocation shall be final and binding to all partiesthe "Final Allocation"). If Sellers Purchaser does timely deliver to Buyer a Seller an Allocation Objection Notice, then Buyer Purchaser and Sellers shall work together attempt in good faith to resolve any differences identified in the disputed itemsAllocation Objection Notice within the succeeding twenty (20) days and, if they are able to resolve all such differences, then the agreed-upon allocation shall be the Final Allocation. If Buyer and Sellers they are unable to resolve all such differences, then any remaining disagreed items shall be submitted to the an independent accountant mutually agreeable to Purchaser and the Stockholder (the "Independent Accountant") for resolution in the next twenty (20) days. The Independent Accountant shall be instructed to determine whether the position maintained by Sellers or by Purchaser is the more reasonable allocation of the disputed items within thirty Purchase Price in respect of any item in dispute (30taking into account the provisions of this Section 7.12) calendar days of Xxxxx’s receipt and shall select one of the Seller Allocation Objection Notice two positions. The allocation resulting from the Independent Accountant's decision shall be the Final Allocation. The fees and expenses of the Independent Accountant shall be paid by the party whose position is not selected by the Independent Accountant. The parties agree that none of them will assert or maintain a position inconsistent with the foregoing unless required by applicable law. The parties agree that the form of the transactions (and the consideration therefor) provided for in this Agreement and in the agreements referred to herein was arrived at on the basis of arm's-length negotiation among the parties, and will be respected by them for federal, state, local and other tax reporting purposes (including in filings on Internal Revenue Service Form 8594) and that none of them will assert or such later date as Buyer maintain a position inconsistent with the foregoing. Each of the Purchaser and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable necessary forms required by any Tax Returns (including Form 8594, authority in conjunction with the purchase of the Acquired Assets and such forms shall be prepared in accordance with this Section. The parties agree that all Performance Payments shall be allocated to goodwill. The parties will promptly inform one another of any amended Tax Returnschallenge by any governmental body to any allocation made pursuant to Section 7.12 and agree to consult and keep one another informed with respect to the status of, and any claims for refund) consistent discussion, proposal or submission with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)respect to, such challenge.

Allocation of Purchase Price. (i) Buyer and Sellers agree that the Purchase Price shall be allocated to the rental merchandise, the fixed assets and the monetary assets of the Corporation at fair market value, and the balance of the Purchase Price shall be allocated to goodwill and other intangible assets of the Corporation (collectively, the "Intangible Assets"). Buyer and Sellers shall agree prior to allocate amounts the Closing Date on estimated allocations of the Purchase Price, consistent with the foregoing, for purposes of making any timely transfer tax filings and for purposes of this Section 10.3(b) (the "Estimated Allocation Statement"). In addition, as soon as practicable after the Closing Date, but in no event later than March 31, 1998, Buyer shall provide to Sellers a proposed statement (the "Allocation Statement") allocating the total of the Purchase Price, and any other payments made by Buyer pursuant to this Agreement that are properly treated as consideration additional purchase price for U.S. federal income tax purposes purposes, among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with different classes of assets of the Corporation to be acquired pursuant to the rules of Section 1060 338 of the Code and the Treasury Regulations promulgated thereunder regulations thereunder. Within ten (10) days following delivery of the proposed Allocation Statement, Sellers may propose changes to the Allocation Statement. Buyer shall consider Sellers' proposed changes in good faith, but shall have no obligation to amend the Allocation Statement to reflect any proposed changes to which Buyer objects unless it relates to a material difference between the Estimated Allocation Statement and the allocation methodology set forth Allocation Statement (for purposes hereof, material shall mean a change of 5% or more in Schedule 3.3 attached hereto (the “Allocation Schedule”aggregate amount of the non-Intangible Assets). Within ninety five (905) days following the Closing Datedelivery to Buyer of Sellers' proposed changes, Buyer will provide shall deliver to Sellers a draft statement of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty objections (30if any) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed itemschanges. If Buyer and Sellers are unable unable, within five (5) days after receipt by Sellers of Buyer's statement of objections, to resolve all the disputed objections, such disputed objections shall be referred to the Third-Party Accountants. The scope of the Third-Party Accountants' review will be restricted to addressing only any such disputed objections. The Third-Party Accountants shall, within ten (10) business days following their selection (or such longer period as may be proposed by the Third Party Accountants and agreed to by Buyer and Sellers), deliver to Sellers and Buyer a written resolution of the disputed items within thirty (30) calendar days of Xxxxx’s receipt objections. Such resolution shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation Statement shall be adjusted to reflect such resolution. The fees and disbursements of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers Third-Party Accountants acting under this Section shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to be shared equally by Buyer and Sellers, . The parties shall cooperate with no existing relationship one another and with either Buyer or Sellers each other's Representatives in order to resolve any and such accounting firm shall determine the final allocation all matters in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)dispute as quickly as practicable.

Allocation of Purchase Price. The Sellers shall prepare a draft allocation of the Purchase Price (and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes all other capitalized costs) among the Purchased Shares and the Transferred Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and the allocation methodology set forth in Schedule 3.3 attached hereto any similar provision of state, local or foreign Law) (the “Allocation ScheduleSellers Draft Allocation”). Within ninety The Sellers shall deliver the Sellers Draft Allocation to Purchaser within 90 days after the date hereof (90) days following and in all events, prior to the Closing Date). Purchaser shall have the right to review the Sellers Draft Allocation and, Buyer will provide to the extent Purchaser disagrees with the Sellers a draft Draft Allocation, Purchaser shall notify Sellers in writing of any objections within 15 days after receipt of the Sellers Draft Allocation Schedule (and in all events, prior to the Closing Date). Sellers and Purchaser shall use their reasonable best efforts to reach agreement on the disputed items or amounts, if any. If Sellers and Purchaser are unable to reach an agreement regarding the Sellers Draft Allocation, then within 15 days following receipt by Sellers of Purchaser’s objections (and in all events, prior to the Closing Date), any disagreement shall be resolved by the Accounting Firm. Any allocation determined pursuant to the decision of the Accounting Firm shall be prepared in accordance with such allocation methodologySection 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state, local or foreign Law). If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed The allocation, as prepared by Sellers do not deliver Buyer written notice if no timely objection by Purchaser has been given, as adjusted pursuant to any agreement between the Parties or as determined by the Accounting Firm (a the “Seller Allocation Objection NoticeFinal Allocation”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to on all partiesParties. If Sellers Purchaser shall timely and properly prepare, execute, deliver to Buyer a Seller Allocation Objection Noticeand file all such documents, then Buyer forms and Sellers shall work together in good faith to resolve other information as the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or reasonably request in preparing such allocation. The Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer Purchaser and Sellers their Affiliates shall file all applicable Tax Returns (including including, without limitation, IRS Form 8594, ) in all respects consistently with such Final Allocation prepared by the Sellers. Neither the Sellers nor Purchaser shall take any amended position (whether for Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations otherwise) that is inconsistent with such Final Allocation unless required to do so by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)applicable Law.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among Within thirty (30) days after the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 final determination of the Code and Final Purchase Price, the Treasury Regulations promulgated thereunder and Seller shall deliver to the allocation methodology set forth in Schedule 3.3 attached hereto Purchaser a proposed schedule (the “Allocation Schedule”)) allocating the Purchase Price among the Transferred Assets (with the understanding that the Purchase Price shall first be allocated to the Transferred Entity consistent with the valuation set forth in Section 5.11(c)(iv) of the Disclosure Schedules, with the amount so allocated thereafter allocated for U.S. Tax purposes to the assets of the Transferred Entity) for the Purchaser’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Within ninety (90) days following The Purchaser agrees that, promptly after approving the Closing DateAllocation Schedule, Buyer will provide to Sellers a draft of it shall sign the Allocation Schedule prepared in accordance and return an executed copy thereof to the Seller. In the event that the Purchaser does not agree with the Allocation Schedule as proposed by the Seller and provides the Seller with written notice of such allocation methodology. Ifdisagreement, and the basis for such disagreement, within thirty twenty (3020) calendar days Business Days after delivery of Sellers’ receipt of Buyer’s the proposed allocationAllocation Schedule, Sellers do the Purchaser and the Seller shall negotiate in good faith to resolve any differences, provided that, if the Purchaser does not deliver Buyer provide such written notice within twenty (20) Business Days after delivery of the proposed Allocation Schedule, the proposed Allocation Schedule shall become the final Allocation Schedule. In the event that the Purchaser and the Seller are unable to resolve any differences within forty-five (45) days after delivery of the proposed Allocation Schedule by the Seller to the Purchaser, the parties shall retain a “Seller mutually acceptable national accounting firm to determine the final Allocation Objection Notice”) Schedule. The fees and expenses of any objections that they have to such allocationaccounting firm shall be borne equally by the Purchaser and the Seller, Xxxxx’s proposed allocation and the decision of such firm shall be final and binding to all on the parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer The Purchaser and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file and cause to be filed all applicable Tax Returns (including Form 8594and execute such other documents as may be required by any taxing authority, any amended Tax Returns, and any claims for refund) in a manner consistent with the Allocation Schedule Schedule, and shall not take no any position contrary thereto or inconsistent therewith (including in any audits examination of any Tax Return, in any refund claim or examinations in any litigation or investigation, except as required by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)applicable Laws.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes The Purchase Price shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 an independent appraisal to be performed by BIA Consulting, Inc., at the expense of Buyer. Should the independent appraisal result in an allocation of (a) not more than $1,500,000.00 to Code ss. 1231 depreciable real property, being of the class commonly identified as buildings and other Improvements of a type requiring a capital gain rate to Seller for the recaptured portion thereof to be taxable under the Code and at 25% nominal rates; (b) in the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”)aggregate not more than $330,000.00 to Code ss. Within ninety (90) days following the Closing Date1245 or personal property, Buyer will provide to Sellers a draft being of the Allocation Schedule prepared in accordance class commonly identified as Towers, fuel tanks and other similar Improvements, fixtures, appurtenances and other property, whether personal or real, of a type requiring the recaptured portion thereof or, with such allocation methodology. Ifrespect to personal property, within thirty the allocated amount thereof, to be taxable under the Code to Seller at ordinary income tax rates, and (30c) calendar days the balance of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice the Purchase Price to be allocated to either non- depreciable real property and/or going concern value (a “or goodwill) taxable only as capital gain under the Code to Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Noticeat 20% nominal rates, then Buyer and Sellers Seller shall work together agree thereto and use such allocations as are so established by the independent appraisal. Should the appraisal result in good faith recommended allocations differing from the above parameters, (i) Seller shall have the right to resolve the disputed items. If Buyer and Sellers are unable to resolve all approve of the disputed items such differing allocations, or (ii) within thirty three (303) calendar days of Xxxxx’s receipt notice by Seller of Seller's unwillingness to agree to such differing allocations, or should Buyer not agree to utilize allocations within the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)above parameters, then either Seller or Buyer and Sellers shall refer have the disputed items for resolution right to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodologyterminate this Agreement without further liability. Buyer and Sellers Seller shall file all applicable Tax Returns (including with its respective federal income tax return for the tax year in which the Closing occurs, IRS Form 8594, any amended Tax Returns8594 containing the information set forth in the allocation. Buyer agrees to report the purchase of the Assets, and any claims Seller agrees to report the sale of such Assets, for refund) income tax purposes in a manner consistent with the Allocation Schedule information provided pursuant to this Section 3.3 and shall take no position contrary thereto or inconsistent therewith (including contained in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)IRS Form 8594.

Allocation of Purchase Price. Sellers Seller and Buyer Purchaser recognize their mutual obligations pursuant to Section 1060 of the Code (and any comparable provisions of any other Tax law) to timely file IRS Form 8594 (or comparable form) and subsequent Forms 8594 (or comparable forms), if any are required, with each of their respective Tax Returns (the “Asset Allocation Statements”). Accordingly, Seller and Purchaser agree to allocate amounts treated as consideration for U.S. federal income tax purposes cooperate in the preparation of any Asset Allocation Statements. Within 45 days following the date of this Agreement, Seller shall deliver to Purchaser a statement of allocation of the Purchase Price and all other items properly included in “consideration” among the Purchased Assets Conveyed Assets, which shall specify in reasonable detail the amount (supported by an appraisal to be obtained by the Seller, provided by an appraiser selected by Seller and Purchaser) to be allocated to inventory, customer base, work force, intellectual property and other intangible assets (i.e. goodwill) located both inside and outside the United States (the “Allocation”). Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation within 30 days following Purchaser’s receipt of the Allocation from Seller. If Purchaser withholds its consent to the Allocation after such 30-day period, then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the “Allocation Arbiter”) selected by Purchaser and Seller. Promptly, but not later than 30 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely on presentations by Seller and Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price (together with any assumed liabilities), which report shall be conclusive and binding upon the parties. Each of Seller and Purchaser shall (i) be bound by the Allocation for all purposes of determining any Taxes, (including tax ii) prepare and financial accountingfile, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto concerning resolution of the dispute. Seller and Purchaser acknowledge that the Allocation was made in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Purchaser and Seller agree that the Equity Consideration shall be treated as taxable consideration paid for the Conveyed Assets for all income tax purposes and the allocation methodology set forth in Schedule 3.3 attached parties hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, on a basis consistent therewith. Purchaser and any claims for refund) consistent with Seller agree that the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) portion of the Code)Purchase Price attributable to each of SiCom and Choice-Intersil shall be comprised one-third (1/3) in the form of Equity Consideration and two-thirds (2/3) in the form of Cash Consideration.

Allocation of Purchase Price. Sellers and Buyer agree Schedule 2.1(b) to allocate amounts treated as consideration for U.S. federal income tax purposes this Agreement (the “Allocation Statement”) sets forth an allocation of the Purchase Price among the Purchased Assets for all purposes (including tax in a manner that has been mutually agreed to by the Parties and financial accounting) in accordance that complies with Section 1060 of the Code Code. The Parties recognize and agree that in the Treasury Regulations promulgated thereunder and course of preparing such Allocation Statement they have, among other things, specifically allocated an appropriate portion of the allocation methodology Purchase Price to the restrictions set forth in Schedule 3.3 attached hereto Article VI of this Agreement on each of the Shareholders and contained in each of the Founders and Key Shareholder’s employment agreements as set forth in Exhibit C to this Agreement. The Parties also recognize and agree that any subsequent payments that may be made by either Buyer or Seller pursuant to Section 2.8 of this Agreement will have the effect of either increasing or decreasing the amount to be allocated among the Purchased Assets, and that within ten (the “Allocation Schedule”). Within ninety (9010) days following the Closing Date, Buyer will provide to Sellers a draft of the making of any payments under Section 2.8 of this Agreement any such increase or decrease will be reflected on a mutually agreed upon amended Allocation Schedule Statement, prepared by Buyer and delivered to Seller, with any disputes resolved according to the process set forth in Section 2.8, by using principles that are consistent with the original Allocation Statement. The Parties further recognize and agree that any subsequent payments that may be made by Buyer pursuant to Section 2.9 of this Agreement will have the effect of increasing the amount to be allocated among the intangible Purchased Assets (namely, Seller’s goodwill or going-concern value that constitute Class VII assets under Section 1060 of the Code), and that within ten (10) days of Buyer’s making of any payments under Section 2.9 any such increase will be reflected on a mutually agreed upon amended Allocation Statement, prepared by Buyer and delivered to Seller, with any disputes resolved according to the process set forth in Section 2.8, by specifically allocating such increase to Seller’s Class VII assets and otherwise using principles that are consistent with the original Allocation Statement. The Parties acknowledge that the allocations set forth on the Allocation Statement shall be binding upon the Parties for all applicable federal, state, local and foreign Tax purposes. Seller and Buyer agree to report the allocation of the Purchase Price among the Purchased Assets in a manner that is entirely consistent with the Allocation Statement and agree to act in accordance with such allocation methodology. If, within thirty (30) calendar days Allocation Statement in the preparation of Sellers’ receipt financial statements and filing of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including including, without limitation, filing Form 8594 with a federal income Tax Return for the taxable year that includes the Effective Date) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. No later than ten (10) days prior to the filing of their respective Forms 8594 relating to the transactions contemplated by this Agreement (together with the transactions contemplated by the Ancillary Agreements, the “Contemplated Transactions”), Buyer and Seller shall deliver to each other a copy of its respective Form 8594. In addition, no later than ten (10) days prior to filing, Buyer and Seller shall also deliver to each other copies of any amended Tax Returns, supplemental statements or subsequent amendments to such initial Forms 8594 that may be filed by Buyer and Seller as a result of any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto payments that may be made pursuant to Section 2.8 or inconsistent therewith (including in any audits Section 2.9 of this Agreement or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)otherwise.

Allocation of Purchase Price. (a) Within 30 days after the Closing Date, Buyer will deliver to Southcross a draft of an allocation statement setting forth the proposed allocation of the Purchase Price, first, among Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes and, second, among the Purchased Assets for all purposes of each Seller (including tax and financial accounting) the “Proposed Allocation Statement”). The Proposed Allocation Statement will be prepared in accordance with Section 1060 of the Code and Code, the applicable Treasury Regulations regulations promulgated thereunder and any similar provision of applicable state, local or non-U.S. Applicable Law. Southcross will have 30 Business Days following delivery of the allocation methodology set forth Proposed Allocation Statement during which to notify Buyer in Schedule 3.3 attached hereto writing (the an “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft Notice of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection NoticeObjection”) of any objections that they have to such allocationthe Proposed Allocation Statement, Xxxxx’s proposed allocation shall setting forth in reasonable detail the basis of their objections. If Southcross fails to deliver an Allocation Notice of Objection in accordance with this ‎Section 8.02(a), then the Proposed Allocation Statement will be final conclusive and binding on all Parties (subject to all parties‎Section 8.02(b)) and will become the “Final Allocation Statement”. If Sellers timely deliver to Buyer a Seller Southcross submits an Allocation Objection NoticeNotice of Objection, then for 20 Business Days after the date Buyer receives the Allocation Notice of Objection, Buyer and Sellers shall will work together in good faith and use their commercially reasonable efforts to resolve agree on the disputed itemsallocation. If Buyer and Sellers In the event that the Parties are unable not able to resolve all objections raised in the Allocation Notice of Objection within such 20 Business Day period, then the Proposed Allocation Statement will be amended to reflect all undisputed items to which the Parties have agreed and all disputed items within thirty (30) calendar days of Xxxxx’s receipt of will be reported by the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation Parties separately in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returnsgood faith, and any claims for refund) consistent with the Proposed Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within Statement as amended to reflect the meaning of Section 1313(a) of undisputed items will become the Code)Final Allocation Statement.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes (including tax and financial accountinga) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto Within one hundred eighty (the “Allocation Schedule”). Within ninety (90180) days following after the Closing DateClosing, (i) the Applicable Buyer will provide shall prepare and deliver to Sellers the Applicable Seller a draft of a statement (the Allocation Schedule prepared in accordance with "APPLICABLE ALLOCATION STATEMENT") setting forth its proposed calculation of the aggregate amount of consideration paid by such Applicable Buyer for the Purchased Banking Assets or the Purchased Corporate Trust Assets, as applicable (the "APPLICABLE PURCHASED ASSETS") and the proposed allocation methodologyof such aggregate amount among the Applicable Purchased Assets. If, If within thirty (30) calendar days of Sellers’ after the Applicable Seller's receipt of Buyer’s proposed allocationthe draft Applicable Allocation Statement, Sellers do the Applicable Seller shall not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have objected in writing to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Noticedraft statement, then such draft statement shall become the Applicable Allocation Statement. In the event that the Applicable Seller objects in writing within such 30-day period, the Applicable Buyer and Sellers the Applicable Seller shall work together negotiate in good faith to resolve the disputed itemsdispute. If the Applicable Buyer and Sellers the Applicable Seller are unable to resolve all of the disputed items reach an agreement within thirty (30) calendar days of Xxxxx’s after the Applicable Seller's receipt of the Seller draft Applicable Allocation Objection Notice (or Statement, then such later date dispute shall be resolved and the Applicable Allocation Statement shall be determined by an independent, nationally recognized firm of accountants mutually selected by the parties. The Applicable Allocation Statement, as agreed upon by the Applicable Buyer and Sellers may agreethe Applicable Seller and/or determined under this Section 4.6(a), then shall be final and binding upon the parties. Each of the Applicable Buyer and Sellers the Applicable Seller shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer bear all fees and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation costs incurred by it in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent connection with the determination of the Applicable Allocation Schedule and Statement, except that the parties shall take no position contrary thereto or inconsistent therewith each pay one-half (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a50%) of the Code)fees and expenses of such accounting firm.

Allocation of Purchase Price. Sellers The Purchase Price shall be allocated consistent with the reasonable good faith determination of Buyer after consultation with Seller and JNJ within sixty (60) days following the Closing. The Parties and JNJ acknowledge that for financial reporting purposes, Buyer agree is required to determine and allocate amounts treated as consideration a purchase price for U.S. federal income tax purposes among the acquisition of the Purchased Assets for all purposes (including tax and financial accounting) the JNJ Purchased Assets in accordance with GAAP in the United States, and that Buyer’s determinations under GAAP will differ from the requirements of Section 1060 of the Internal Revenue Code and the Treasury Regulations regulations promulgated thereunder thereunder. Buyer and Seller hereby agree that the allocation methodology amounts set forth in Schedule 3.3 attached hereto the Xxxx of Sale (Exhibit C) represent the “Allocation Schedule”)fair market value of all tangible assets included in Purchased Assets. Within ninety These fair market values will be used in the allocation of the Purchase Price and in the determination of state or local taxes due as of the Closing. However, the value of inventory set forth in the Xxxx of Sale reflects a preliminary valuation, and is subject to the final determination of the allocation to be performed during such sixty (9060) days following day period. After the Closing DateClosing, Buyer will provide to Sellers a draft and Seller shall make consistent use of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all required under Section 1060 of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer Internal Revenue Code for all Tax purposes and Sellers may agree)in all filings, then Buyer declarations and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent reports with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority Internal Revenue Service or any other applicable [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. taxing authority in respect thereof. In any and all actions, suits, proceedings) absent , arbitration, or governmental or regulatory investigations or audits related to the determination of any Tax, neither Buyer nor Seller shall contend or represent that such allocation is not a contrary “determination” (within the meaning of Section 1313(a) of the Code)correct allocation.

Allocation of Purchase Price. Sellers (i) No later than sixty (60) days after the determination of the Closing Working Capital, as finally determined pursuant to Section 1.5, the Purchaser shall deliver to the Seller Representative (a) a schedule allocating the aggregate amount of the Purchase Price (any assumed liabilities not already included in the definition of Purchase Price and Buyer agree to allocate amounts other relevant items treated as consideration for U.S. federal income tax purposes purposes) among the Purchased Assets assets of the Company and each Company Subsidiary that is treated as disregarded for all U.S. federal income Tax purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto Code, (the “Allocation”) and (b) a copy of any appraisals (or drafts thereof) that Purchaser has commissioned in connection with its assessment of the Allocation Schedule(the “Appraisals”). Within ninety The Seller Representative shall have twenty (9020) days following upon its receipt of such Allocation to review the Closing DateAllocation, Buyer will provide to Sellers a draft and if the Seller Representative does not notify Purchaser of any objections thereto within such period, the Allocation Schedule shall become final and binding on the parties. If the Seller Representative timely delivers a notice of objection to the Allocation prepared in accordance with such allocation methodology. If, by the Purchaser within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocationsuch Allocation, Sellers do not deliver Buyer written notice (a “the Purchaser and the Seller Allocation Objection Notice”) of any objections that they have Representative shall consult and attempt to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together resolve in good faith any such objection. If the Purchaser and Seller Representative, notwithstanding such good faith efforts, fail to agree upon an allocation, then the Purchaser and Seller Representative shall jointly engage the Resolution Firm to resolve whatever disputes the disputed items. If Buyer Purchaser and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Representative have regarding the Allocation Objection Notice (or such later date the “Allocation Disputes”) (acting as Buyer an expert and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to not an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation arbitrator) in accordance with this Section 5.9(a) as soon as practicable thereafter. The Purchaser and Seller Representative shall direct the Resolution Firm to deliver a written report containing its final determination of the subject matter of such allocation methodologydisputes within twenty (20) days after engagement of the Resolution Firm. Buyer and Sellers For the avoidance of doubt, neither the Purchaser nor the Seller Representative shall file all applicable Tax Returns (including Form 8594, have any amended Tax Returns, and any claims for refund) consistent ex parte communications with the Resolution Firm relating to this Section 5.9(a) or this Agreement. All Allocation Schedule Disputes that are resolved between the Parties or are determined by the Resolution Firm will be final, conclusive and shall take no position contrary thereto binding on the Parties absent manifest error or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) fraud. The costs and expenses of the Code)Resolution Firm shall be borne fifty percent (50%) by the Purchaser and fifty percent (50%) by the Sellers.

Allocation of Purchase Price. Sellers BXXX and Buyer Eton shall use diligent efforts to agree to allocate amounts treated as consideration for U.S. federal income tax purposes among upon a schedule (the “Allocation Schedule”) setting forth the respective values of the Purchased Assets for all purposes (including tax and financial accounting) in accordance consistent with Section 1060 of the Code (and the Treasury Regulations promulgated thereunder and any similar provisions of state, local or foreign Law, as appropriate), which shall be used for Tax purposes for the allocation methodology set forth in Schedule 3.3 attached hereto (of the “Purchase Price and any additional consideration among the Purchased Assets. Within [* * *] after the Closing, BXXX shall provide to Eton a proposed Allocation Schedule”). Within ninety (90) days following Eton shall have the Closing Date, Buyer will provide right to Sellers a draft of review and raise any objections in writing to the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ during the [* * *] period after its receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all partiesthereof. If Sellers timely deliver BXXX disagrees with respect to Buyer a Seller any material item in the Allocation Objection NoticeSchedule, then Buyer and Sellers the parties shall work together negotiate in good faith to resolve the disputed itemsdispute. If Buyer BXXX and Sellers are unable Eton covenant and agree to resolve all report for Tax purposes the allocation of such Purchase Price and additional consideration among the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation Purchased Assets in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) a manner entirely consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith agree to act in accordance with such Allocation Schedule in filing all Tax returns (including filing Form 8594 with their respective federal income Tax returns for the Taxable year that includes the Closing Date) and in the course of any audits Tax audit, Tax review or examinations by any taxing authority or any other proceedings) absent Tax litigation relating thereto. BXXX and Eton hereby agree, unless otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the Code), to be bound by the Allocation Schedule, to file all Tax returns (including IRS Form 8594 and any supplemental or amended IRS Form 8594) in accordance with the Allocation Schedule, and not to take any position inconsistent with the Allocation Schedule in the course of any tax audit, review, examination or other administrative or judicial proceeding. The Allocation Schedule shall be adjusted in accordance with the procedure set forth in Section 5.8 to account for any adjustments to the Purchase Price pursuant to Section 5, Section 6.7 or as otherwise contemplated by this Agreement.

Allocation of Purchase Price. Sellers Seller and Buyer agree to allocate amounts treated Purchaser each acknowledges and agrees that the purchase and sale of the Purchased Assets is an “applicable asset acquisition” within the meaning of Section 1060(c) of the Code. The Closing Purchase Price (including for this purpose the Assumed Obligations and all other capitalized costs, as consideration for U.S. federal income tax purposes appropriate) shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 1060(c) of the Code Code, and Purchaser shall prepare such allocation and deliver a copy of such allocation to Seller within ninety (90) days after the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto Closing Date (the “Allocation Schedule”). Within ninety twenty (9020) days following the Closing Date, Buyer will provide to Sellers a draft Business Days after Seller’s receipt of the Allocation Schedule, Seller shall complete its review and, if Seller wishes to dispute any items in the Allocation Schedule, Seller shall (prior to the expiration of such twenty (20) Business Day period) deliver to Purchaser a written notice setting forth in reasonable detail the basis of such objection and the adjustments to the Allocation Schedule prepared that Seller believes should be made. Any items in the Allocation Schedule not disputed by Seller in such notice shall be irrevocably deemed to be accepted by Seller. If Purchaser does not agree to any items timely disputed by Seller in accordance with this Section 1.10, Purchaser shall refer such allocation methodologyitems to the CPA Firm to be resolved by using the same process and schedule set forth in Sections 1.9.2(a) through 1.9.2(d), mutatis mutandis, and by treating such items as Contested Adjustments for such purpose. IfThe Allocation Schedule shall be modified by Purchaser to take into account any adjustment to the Closing Purchase Price pursuant to Section 1.9 (the Allocation Schedule, as so modified and as determined after resolution of any dispute in accordance with this Section 1.10, being referred to as the “Adjusted Allocation Schedule”) and Purchaser shall provide a copy of the Adjusted Allocation Schedule to Seller. Seller and Purchaser each agrees to be bound by the Adjusted Allocation Schedule, to complete jointly within one hundred fifty (150) days after the Closing Date and to file separately Form 8594 with its federal income Tax Return consistent with the Adjusted Allocation Schedule for the tax year in which the Closing Date occurs, to file, or cause to be filed, all other Tax Returns in a manner consistent with the Adjusted Allocation Schedule and not to take any positions inconsistent therewith, unless otherwise required by Law. Not later than thirty (30) calendar days prior to the filing of Sellers’ receipt their respective IRS Forms 8594 relating to the Catawba Mill Business, each of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Purchaser and Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer the other party a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all copy of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including its IRS Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code).

Allocation of Purchase Price. Sellers As soon as practicable after the date hereof, Parent shall retain (at its sole cost and Buyer agree expense) Valuation Research Corporation or such other independent accounting or valuation firm selected by Parent and reasonably satisfactory to allocate amounts Seller (the “Valuation Firm”), to determine an allocation in accordance with applicable standards (the “Allocation”) of the Cash Purchase Price, together with the Assumed Liabilities treated as consideration purchase price for U.S. federal income tax Tax purposes (collectively, the “Allocated Purchase Price”), among the Purchased Assets for all purposes (including tax all of the Equity Interests of Interfast USA Holdings and financial accountingInterfast Europe) and the Non-Compete Agreements in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”any comparable provisions of state, local and any non-U.S. Tax Law). Within Parent and Seller shall each have an opportunity to provide comments, in good faith, to the Valuation Firm as to an appropriate Allocation, provided that the determination of the Allocation by the Valuation Firm shall be final and binding on the parties. The Parent shall instruct the Valuation Firm to prepare and deliver a draft of the Allocation to Parent and Seller for comment as soon as practicable after the date hereof and to prepare and deliver to Parent and Seller the final Allocation within ninety (90) days following after the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice Date (or such later date as shorter period otherwise required by applicable Law). Seller, Parent and Buyer shall prepare and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable their Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) in a manner consistent with the Allocation Schedule Allocation, as adjusted by Parent, acting reasonably, and delivered to Seller for any adjustments to the Allocated Purchase Price under this Agreement (the “Revised Allocation”). Seller, Parent and Buyer agree that they will not take, or cause or permit to be taken, any position on any Tax Return that would be inconsistent with, prejudice or otherwise adversely affect the Revised Allocation, without the prior written consent of the other parties; provided, however, that nothing contained herein shall take no position contrary thereto prevent any party or inconsistent therewith (including in its Affiliates from settling any audits proposed deficiency or examinations adjustment by any taxing authority Governmental Authority based upon or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) arising out of the Code)Revised Allocation, and no party hereto or its Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority challenging such Revised Allocation. Notwithstanding anything to the contrary in this Agreement, the provisions of this Section 2.6 shall survive the Closing.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts (a) The Purchase Price (including any Assumed Liabilities treated as consideration for U.S. federal income tax purposes the Transferred Assets for Tax purposes) shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) Seller Parties in accordance with Section 1060 2.11(a) of the Code and Seller Disclosure Schedules, which sets forth the Treasury Regulations promulgated thereunder and methodology for allocating the allocation methodology set forth in Schedule 3.3 attached hereto Purchase Price among the Seller Parties (the “Closing Allocation Schedule”). At least three (3) Business Days prior to the Closing, Seller shall deliver to Buyer a draft Closing Allocation Schedule which shall include (i) the name, jurisdiction and address of each such Seller Party, (ii) the portion of the Purchase Price to be paid to each such Seller Party, (iii) the portion of the Purchase Price to be paid to each jurisdiction of the Seller Parties, and (iv) the number and type of Transferred Equity Securities held by each Seller Party as of immediately prior to the Closing, as applicable, on a certificate-by-certificate basis and including certificate numbers, or electronic equivalent. Within ninety forty-five (9045) days following after the Closing Date, Seller may deliver to Buyer will provide to Sellers a draft revised Closing Allocation Schedule, providing for a revised allocation of the Allocation Schedule prepared in accordance with such allocation methodologyPurchase Price among the Seller Parties. If, within Buyer shall have thirty (30) calendar days of Sellers’ after receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice such revised Closing Allocation Schedule or seventy five (a “Seller 75) days after the Closing Date if no revised Closing Allocation Objection Notice”) of any objections that they have Schedule is provided to such allocation, Xxxxx’s proposed allocation shall be final review and binding to all partiescomment in writing on the Closing Allocation Schedule. If Sellers timely deliver Xxxxx does not object in writing to the Closing Allocation Schedule during such period, the Closing Allocation Schedule shall become final. Seller shall incorporate any reasonable comments of Buyer a Seller that are consistent with the methodology included in the Closing Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all Schedule as of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodologyhereof. Buyer and Sellers Seller shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with reasonably cooperate to revise the Closing Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in to reflect the payment of any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of amount pursuant to Section 1313(a) of the Code)2.10.

Allocation of Purchase Price. Sellers As soon as reasonably practicable and Buyer agree to allocate amounts treated as consideration in no event later than sixty (60) days after the Closing Date, Purchaser shall provide the Company with an allocation of the purchase price for U.S. federal income tax purposes purposes, including any liabilities properly included therein among the Purchased Assets and the agreements provided for all herein, for federal, state and local income tax purposes (including tax the “Initial Allocation”). Within thirty (30) days of the receipt of the Initial Allocation, the Company shall deliver a written notice (the “Objection Notice”) to Purchaser, setting forth in reasonable detail those items in the Initial Allocation that the Company disputes. The Company may make reasonable inquiries of Purchaser and financial accountingits accountants and employees relating to the Initial Allocation, and Purchaser shall use reasonable efforts to cause any such accountants and employees to cooperate with, and provide such requested information to, the Company in a timely manner. If prior to the conclusion of such thirty (30)-day period, Sellers notify Purchaser in writing that it will not provide any Objection Notice or if Sellers do not deliver an Objection Notice within such thirty (30)-day period, then Purchaser’s proposed Initial Allocation shall be deemed final, conclusive and binding upon each of the parties hereto. Within thirty (30) days of the Company’s delivery of the Objection Notice, the Company and Purchaser shall attempt to resolve in good faith any disputed items and failing such resolution, the unresolved disputed items shall be referred for final binding resolution to an Arbitrating Accountant. The fees and expenses of the Arbitrating Accountant shall be paid 50% by Purchaser and 50% by the Company. Such determination by the Arbitrating Accountant shall be (i) in writing, (ii) furnished to Purchaser and the Company as soon as practicable (and in no event later than thirty (30) days after the items in dispute have been referred to the Arbitrating Accountant), (iii) made in accordance with the principles set forth in this Section 11.2, and (iv) non-appealable and incontestable by Purchaser and the Company. As used herein, the “Allocation” means the allocation of the Purchase Price, the Assumed Liabilities and other related items among the Purchased Assets and the agreements provided for herein as finally agreed between Purchaser and the Company or ultimately determined by the Arbitrating Accountant, as applicable, in accordance with this Section 11.2. The Allocation shall be prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”any similar provision of state, local or foreign Law, as appropriate). Within ninety Purchaser and Sellers shall each report the federal, state and local income and other Tax consequences of the transactions contemplated hereby in a manner consistent with the Allocation, including, if applicable, the preparation and filing of Forms 8594 under Section 1060 of the Code (90or any successor form or successor provision of any future Tax Law) days following with their respective federal income Tax Returns for the taxable year which includes the Closing Date, Buyer and neither will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of take any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent position inconsistent with the Allocation Schedule unless otherwise required under applicable Law. Sellers shall provide Purchaser and Purchaser shall take no position contrary thereto or inconsistent therewith (including in provide Sellers with a copy of any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within information required to be furnished to the meaning of Section 1313(a) Secretary of the Code)Treasury under Code Section 1060.

Allocation of Purchase Price. Sellers and Buyer The parties agree to allocate amounts treated that the purchase price of the Purchased Interests (as consideration determined for U.S. federal income tax purposes purposes), shall, for federal and applicable state and local income tax purposes, be allocated among the Purchased Assets undivided percentage interests in the assets of the Company deemed purchased for all federal income tax purposes (including tax and financial accounting) as a result of the transactions provided for herein, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and and, to the allocation methodology extent required for tax purposes, the option rights set forth in Schedule 3.3 attached hereto Section 6.12. Within thirty (30) days after the final determination of the Final Adjustment Amount in accordance with Section 2.9 and Section 2.11, the Buyer shall deliver to the Seller a proposed allocation (the “Proposed Allocation”) of such purchase price. If the Seller has any objection to the Proposed Allocation, the Seller shall deliver to the Buyer a statement setting forth its objections and suggested adjustments within thirty (30) days from the delivery of the Proposed Allocation Schedule(an “Allocation Objections Statement”). Within ninety The Seller and the Buyer shall negotiate in good faith to resolve any objection set forth in the Allocation Objections Statement(s), but if they do not reach a final resolution within thirty (9030) days following after the Closing Date, Buyer will provide to Sellers a draft delivery of the Allocation Schedule prepared in accordance with Objections Statement, the Seller and the Buyer shall submit such allocation methodology. Ifdispute to the Accountant, which shall be instructed to determine and report to the parties upon resolution of such unresolved items and the final allocation, within thirty (30) calendar days of Sellers’ receipt of after such submission. The provisions under Section 2.11 governing the process, scope and limitations on a determination by the Accountant, shall apply (with appropriate adjustments) to the determination by the Accountant with respect to the allocation under this Section 8.4. The Proposed Allocation as delivered by the Buyer’s proposed allocation, Sellers do if an Allocation Objections Statement is not deliver Buyer written notice (a timely submitted by the Seller, and as revised to reflect an agreement by the parties or the determination by the Accountant, is hereinafter referred to as the “Seller Allocation”. The Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer adjusted in a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) manner consistent with the Allocation Schedule principles of this Section 8.4 to the extent the purchase price of the Purchased Interests is adjusted pursuant to the terms hereof and shall be conclusive and binding upon the Buyer, the Seller and the Company Group for all Tax purposes, and the parties agree that all Tax Returns of the parties and the members of the Company Group shall be prepared in a manner consistent with the Allocation, and the parties shall take no position contrary thereto or inconsistent therewith (including on any Tax Return or in connection with any audits or examinations by any taxing authority or any other proceedings) absent Tax Proceeding, except upon a contrary “determination” (within final determination by an applicable taxing authority. The Accountant will determine the meaning of Section 1313(a) allocation of the Code)cost of the Accountant’s review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accountant. For example, should the items in dispute total an amount equal to $1,000 and the Accountant awards $600 in favor of the Seller’s position, 60% of the costs of the Accountant’s review would be borne by the Buyer and 40% of the costs of the Accountant’s review would be borne by the Seller.

Allocation of Purchase Price. Sellers Seller and Buyer Purchaser agree that the Unadjusted Purchase Price shall be allocated to allocate amounts treated and among the shares of capital stock of the Acquired Subsidiaries as consideration for U.S. federal income tax purposes set forth on Schedule 3.3 hereof. Seller and Purchaser agree that the remaining portion of the Unadjusted Purchase Price of the Purchased Assets (including the amount of the Assumed Liabilities) will be allocated among the Purchased Assets for all purposes (including tax and financial accounting) in accordance the covenants of Parent and Seller included herein within 60 Business Days after the Closing Date by mutual agreement between Purchaser and Seller, and Purchaser and Seller agree to be bound by such allocation. Such allocation shall comply with Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder thereunder. Subject to the requirements of any applicable tax law, all Tax Returns and reports including, without limitation, IRS form 8594, filed by the Purchaser and the Seller shall be prepared consistently with such allocation and neither the Purchaser nor the Seller shall take a position contrary thereto. In the event of any purchase price adjustment hereunder, the Purchaser (and the H&C Assignees, as the case may be) and the Seller agree to adjust such allocation to reflect such purchase price adjustment and to file consistently any tax returns and reports including, without limitation, IRS form 8594, required as a result of such purchase price adjustment. Any disputes regarding the allocation of the Unadjusted Purchase Price of the Purchased Assets and the Assumed Liabilities shall be referred for resolution to the Accountants, and the fees and expenses of the Accountants will be shared by Purchaser and Seller in such proportions as the Accountants determine and deem equitable (after taking into account, among other matters, the difference between the allocation proposed by Seller and Purchaser, respectively, and the allocation methodology set forth in Schedule 3.3 attached hereto (determined by the “Allocation Schedule”Accountants to be appropriate). Within ninety (90) days following Each of Purchaser and Seller will use commercially reasonable efforts to cause the Closing DateAccountants to render their decision as soon as reasonably practicable, Buyer will provide to Sellers a draft of including without limitation by promptly complying with all reasonable requests by the Allocation Schedule prepared in accordance with such allocation methodology. IfAccountants for information, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocationbooks, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returnsrecords, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)similar items.

Allocation of Purchase Price. Sellers and Within ninety (90) Business Days after the Closing Date, Seller shall deliver to Buyer agree to allocate amounts treated an allocation of the Purchase Price (as consideration determined for U.S. federal income tax purposes purposes, including any liabilities of the Purchased Companies that are required to be treated as part of the Purchase Price for federal income tax purposes) among the assets of the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Companies pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation ScheduleProposed Allocation”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the The Proposed Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding on the parties unless the Buyer, acting in good faith, objects to all partiesthe Proposed Allocation in writing within ten (10) Business Days after receipt of the Proposed Allocation. If Sellers timely deliver Such notice shall specify in reasonable detail the items in the Proposed Allocation to which Buyer a Seller Allocation Objection Noticeobjects and the basis for such objection. Following delivery of such notice, then Buyer and Sellers Seller shall work together cooperate in good faith to resolve the reach a mutually acceptable agreement regarding such disputed items. If Buyer and Sellers are unable In the event that the parties cannot mutually agree upon a resolution with respect to resolve all of the such disputed items within thirty ten (3010) calendar days Business Days of XxxxxSeller’s receipt of such notice, each party shall be entitled to take its own position in any Tax Return, Tax proceeding or audit. If Buyer does not timely object to the Seller Proposed Allocation Objection Notice or there is an agreed-upon allocation by the parties (or such later date as the “Purchase Price Allocation”). Buyer and Sellers may agree)Seller agree to (a) be bound by the Purchase Price Allocation, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation (b) act in accordance with such allocation methodology. Buyer and Sellers shall file the Purchase Price Allocation in the filing of all applicable Tax Returns (including IRS Form 8594) for the taxable year that includes the Closing Date and in the course of any Tax audit, any amended Tax Returnsexamination or Tax litigation relating thereto, and any claims for refund(c) consistent with the Allocation Schedule and shall take no position contrary thereto and cause their Affiliates to take no position inconsistent with the Purchase Price Allocation for Tax purposes, in the case of each of clauses (a) through (c) unless otherwise required by a change in applicable Law; provided however, that this Section 1.2 shall not prevent Buyer or inconsistent therewith Seller (including in or any audits of their Affiliates) from settling any proposed deficiency or examinations adjustment by any taxing authority Governmental Entity based upon or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) arising out of the Code)Purchase Price Allocation, and neither Buyer nor Seller (nor any of their Affiliates) shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Entity in connection therewith. Seller and Buyer shall make appropriate adjustments to the Purchase Price Allocation to reflect any adjustments to the Purchase Price.

Allocation of Purchase Price. Sellers Except as hereinafter provided, the Buyer Parents and Buyer Seller agree that they will attempt in good faith to allocate amounts treated as consideration enter into an agreement (the "Allocation Agreement") prior to the filing of the Income Tax Return for U.S. federal income tax purposes the LLC for the short period ending on the Closing Date (the "Short Period LLC Return") concerning the proper allocation (the "Allocation") of the purchase price paid hereunder among the Purchased Assets for all purposes (including tax and financial accounting) assets of the LLC as of the Closing Date in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”)Code. Within ninety (90) days following the Closing Date, Buyer will provide to Sellers Buyers shall prepare a draft of the Allocation Schedule prepared in accordance with such allocation methodology. IfAgreement, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation which shall be final supported by an appraisal obtained at Buyers' sole cost and binding expense from an independent, nationally-recognized appraisal firm, and shall submit such draft to all partiesSeller and Coastal Sub, together with the appraisal report, for review and comment no later than four months before the last date on which the Short Period LLC Return is due (including available extensions). If Sellers timely deliver Buyers and Buyer Parents may rely on such appraisal report in filing their Tax Returns. The appraisal report shall provide that Seller and Coastal Sub shall be permitted to Buyer a rely on the same in filing their Tax Returns with respect to the allocation of the purchase price. The Buyers and Seller and Coastal Sub shall thereupon enter into the Allocation Objection NoticeAgreement, then Buyer unless Seller and Sellers shall work together Coastal Sub determine in good faith to resolve that the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice Agreement (or the treatment of one or more material items governed thereby) is unreasonable, and provides the basis for such later date as determination to the Buyers in reasonable detail; provided, however, that Buyers and Buyer and Sellers Parents may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and rely on such accounting firm shall determine the final allocation appraisal report in accordance with such allocation methodology. Buyer and Sellers shall file all applicable filing their Tax Returns (including Form 8594, any amended Tax Returns, irrespective of whether the Buyers and any claims for refund) consistent with the Seller and Coastal Sub enter into an Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Agreement.

Allocation of Purchase Price. Sellers No later than sixty (60) days after the determination of the Final Aggregate Net Working Capital Amount, Purchaser shall provide to Seller for Seller’s review and Buyer agree comment a proposed allocation of the Final Purchase Price, the liabilities of the Holdcos and the Project Companies and any other relevant items or adjustments (in each case to allocate amounts the extent treated as consideration for U.S. federal income tax purposes purposes) among the Purchased Assets for all purposes (including tax assets of the Holdcos and financial accounting) the Project Companies in accordance a manner consistent with Section section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation ScheduleAllocation”). Within ninety If Seller has any objections to the Allocation, Seller shall deliver to Purchaser a statement setting forth its objections thereto (90an “Allocation Objections Statement”) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt Purchaser’s delivery of Buyerthe proposed Allocation to Seller. If an Allocation Objections Statement is not delivered to Purchaser within thirty (30) days of Purchaser’s proposed allocationdelivery of the Allocation, Sellers the Allocation delivered by Purchaser shall be deemed final. If an Allocation Objections Statement is delivered by Seller to Purchaser within such thirty (30) day period, Seller and Purchaser shall negotiate in good faith to resolve any such objections, but if they do not deliver Buyer written notice reach a final resolution within thirty (a “30) days after the delivery of the Allocation Objections Statement, Seller and Purchaser shall submit such dispute to the Neutral Auditor. Seller and Purchaser shall use their commercially reasonable efforts to cause the Neutral Auditor to resolve all disagreements as soon as practicable with respect to the disputed items set forth in the Allocation Objection Notice”) Objections Statement. The resolution of any objections that they have to such allocation, Xxxxx’s proposed allocation the dispute by the Neutral Auditor shall be final and binding on and non-appealable by the Parties hereto (such Allocation, as agreed to all parties. If Sellers timely deliver to Buyer a Seller by the Parties or as determined by the Neutral Auditor, the “Final Allocation Objection Notice, then Buyer Schedule”) and Sellers shall work together in good faith to resolve the disputed items. If Buyer costs and Sellers are unable to resolve all expenses of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of Neutral Auditor shall be borne equally by Purchaser and Seller. Any adjustments to the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers consideration for U.S. federal income tax purposes shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation be allocated in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) a manner consistent with the Final Allocation Schedule, unless mutually agreed by Purchaser and Seller, and the Final Allocation Schedule shall be modified, if necessary, to take into account such adjustments. Seller and Purchaser shall each report, and cause their respective Affiliates to report, the federal, state, local, and other Tax consequences of the transactions consistent with the Final Allocation Schedule (including filing IRS Form 8594 with a federal income Tax Return for the taxable year that includes the Closing Date), as adjusted, and neither Purchaser nor Seller shall take no any position contrary thereto inconsistent with the Final Allocation Schedule on any Tax Return, except as otherwise required by a change in applicable Law or inconsistent therewith (including pursuant to the good faith resolution of a Tax proceeding. Purchaser and Seller each agree to promptly notify the other in writing upon receipt of notice of any audits pending or examinations by any taxing authority threatened Tax audit or any other proceedings) absent a contrary “determination” (within assessment challenging the meaning of Section 1313(a) of the Code)Final Allocation Schedule.

Allocation of Purchase Price. The Parties intend for the purchase of the Equity Interests contemplated by this Agreement to be treated as a transaction governed by Rev. Xxx. 00-0, 0000-0 X.X. 432 (Situation 2), with the Sellers being treated as having sold their Partnership Interests in the Limited Partnership directly to a Buyer Party (or a member of the Parent group) with the result that (i) the Limited Partnership is deemed to make a liquidating distribution of its assets and liabilities to the Sellers and the General Partner, and (ii) the Buyer Party (or a member of the Parent group) is deemed to acquire, by purchase, all of the assets (and assume all of liabilities) of the Limited Partnership (the “Purchased Assets”) from the Sellers and the General Partner. The Parties agree to allocate amounts treated as consideration for U.S. federal income tax purposes the Purchase Price (and any capitalized costs and assumed liabilities) among the Purchased Assets for all purposes (including tax in a manner consistent with Code Section 1060 and financial accounting) the regulations thereunder following the final determination of the Closing Balance Sheet pursuant to Section 2.5 in accordance with Section 1060 the following procedures. Promptly following, but no later than sixty (60) days following, the final determination of the Code Closing Balance Sheet pursuant to Section 2.5, Parent shall deliver to Key Seller a draft IRS Form 8594 and the Treasury Regulations promulgated thereunder and any required exhibits thereto setting forth in reasonable detail its proposed determination of the allocation methodology set forth of the Purchase Price (and any capitalized costs and assumed liabilities) among the Purchased Assets, which determination shall be reasonable and prepared in Schedule 3.3 attached hereto good faith (the “Allocation ScheduleSection 1060 Allocation”). Within ninety (90) days following To the Closing Date, Buyer will provide to Sellers a draft extent that Key Seller in good faith disagrees with the content of the Allocation Schedule prepared in accordance with such allocation methodology. IfSection 1060 Allocation, Key Seller shall notify Parent within thirty (30) calendar days of Sellers’ following receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer the Section 1060 Allocation and provide a written notice (a “description of those items to which it disagrees. Parent and Key Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together act in good faith to resolve any disagreement regarding the disputed itemsSection 1060 Allocation and finalize it no later than one hundred twenty (120) days following the final determination of the Closing Balance Sheet pursuant to Section 2.5, but in any event prior to the required filing deadline for IRS Form 8594. If Buyer Parent and Sellers Key Seller are unable not able to resolve all of their disagreement, they shall submit the disputed items within thirty disagreement to the Selected Firm set forth in Section 2.5 for resolution. Upon finalizing the Section 1060 Allocation, the Parties shall execute and timely file IRS Form 8594 (30) calendar days of Xxxxx’s receipt of the Seller and any equivalent state, municipal, county, or foreign Tax form). The Section 1060 Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and be binding on Sellers, with no existing relationship with either Buyer or Sellers Buyer, Parent and such accounting firm the Limited Partnership, and neither Sellers, nor Buyer, nor Parent nor the Limited Partnership shall determine the final allocation take any position (whether in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594audits, any amended Tax Returns, and any claims for refundor otherwise) consistent that is inconsistent with the Section 1060 Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations unless required to do so by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)applicable Law.

Allocation of Purchase Price. (a) Buyer and the Sellers and Buyer agree to allocate that all amounts properly treated as consideration purchase price for the Purchased Entities and the Purchased Assets for U.S. federal income tax purposes initially shall be allocated among each of the Purchased Entities and the Purchased Assets in accordance with the allocation set forth on Section 2.2 of the Sellers Disclosure Schedule (the “Initial Closing Date Allocation”). As soon as practicable, and in any event not later than ninety (90) days after the determination of the Closing Statement pursuant to Section 2.4, the Sellers shall provide to Buyer (i) an allocation of any post-Closing adjustments described in Section 2.4 among the Purchased Entities and the Purchased Assets in an appropriate and equitable manner and (ii) an allocation of all amounts that were allocated pursuant to the Initial Closing Date Allocation, as adjusted by the allocation described in clause (i) of this sentence, to the Purchased Assets and any Purchased Entity that is classified as an entity disregarded as separate from any Seller for U.S. federal income tax purposes among each Purchased Asset and the assets owned by each such Purchased Assets for all purposes (including tax and financial accounting) Entity, respectively, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (clauses (i) and the allocation methodology set forth in Schedule 3.3 attached hereto (ii), collectively, the “Allocation ScheduleProposed Allocation”). Within ninety (90) days following In the Closing Date, event that Buyer will provide objects to Sellers a draft of the Proposed Allocation Schedule prepared in accordance with such allocation methodology. If, writing within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocationsuch Proposed Allocation, the Sellers do not deliver and Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together negotiate in good faith to resolve the disputed itemsdispute. If the Sellers and Buyer and Sellers are unable fail to resolve all of the disputed items agree on such allocation within thirty (30) calendar days following Buyer’s written objection, such allocation shall be determined, within a reasonable time, by the Arbitrating Accountants. The allocation, as agreed upon by the Sellers and Buyer (either because Buyer does not object in writing to the Proposed Allocation or as a result of Xxxxx’s receipt good faith negotiations between the Sellers and Buyer) or determined by the Arbitrating Accountants under this Section 2.2 (the “Final Allocation”), shall be final and binding upon the Parties and each of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, on the one hand, and Buyer, on the other hand, shall bear all fees and costs incurred by it in connection with no existing relationship with either Buyer or Sellers the determination of the Final Allocation, except that the Parties shall pay the fees and such accounting firm shall determine expenses of the final allocation Arbitrating Accountants in accordance with such allocation methodologySection 2.5. Buyer and Sellers The Final Allocation shall file all be subsequently amended as required by applicable Tax Returns Law to reflect any adjustments (including Form 8594, pursuant to Section 8.11) to any amended Tax Returns, amounts properly treated as purchase price for the Purchased Entities and any claims for refund) Purchased Assets after the date the Final Allocation is completed in a manner consistent with the Final Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within as otherwise agreed to among the meaning of Section 1313(a) of the Code)Parties.

Allocation of Purchase Price. Sellers Within 90 days following the Closing, Buyer (after reasonable consultation with Company) will deliver to the Company a proposed allocation of the Purchase Price with respect to the Acquired Assets and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes Assumed Liabilities (including tax and financial accounting) the “Purchase Price Allocation”). The Purchase Price Allocation will be prepared in accordance with Section 1060 of the Code and will be subject to the Treasury Regulations promulgated thereunder Company’s review and approval for a period of 15 Business Days following the Company’s receipt of the Purchase Price Allocation, such approval not to be unreasonably withheld. If Company disagrees with the proposed Purchase Price Allocation, the Company shall notify Buyer in writing within such 15 Business Day period. For a period of 30 days following Buyer’s receipt of any such notification, the Parties shall use their reasonable best efforts to resolve all disagreements with respect to the proposed Purchase Price Allocation. In the event that the Parties reach agreement within such 30 day period, the Parties will make consistent use of the Purchase Price Allocation for all Tax purposes and in all Tax Returns in respect thereof, as adjusted to reflect any adjustments needed to remain consistent with Final Tangible Net Assets and the allocation methodology set forth in Schedule 3.3 attached hereto resulting adjustment to the Purchase, and with respect to such agreed upon Purchase Price Allocation, as so adjusted, each Party will (the “Allocation Schedule”). Within ninety 1) be bound by such allocation, (902) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared act in accordance with such allocation methodology. If, within thirty (30) calendar days in the preparation of Sellers’ receipt all financial statements and the filing of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594the filing of its IRS Forms 8594 (whether initial or supplemental) relating to the transactions contemplated herein) and in the course of any Tax audit, any amended Tax Returnsreview or other Tax Proceeding relating thereto, and any claims for refund(3) consistent with the Allocation Schedule and shall take no position contrary thereto or and cause its Affiliates to take no position inconsistent therewith with such allocation for Tax purposes (including in connection with any audits or examinations by any taxing authority or any other proceedings) absent Proceeding), unless in each case otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the Code). If the Parties are unable to agree on the Purchase Price Allocation, each Party may use its own Purchase Price Allocation.

Allocation of Purchase Price. Sellers and To the extent possible, concurrent with the execution of this Agreement, Buyer agree to shall allocate amounts treated as consideration for U.S. federal income tax purposes the unadjusted Purchase Price among each of the Purchased Assets for all purposes (including tax and financial accounting) Assets, in accordance compliance with the principles of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder regulations thereunder. Such allocation of value upon the reasonable approval of the Seller shall be attached to this Agreement as Exhibit “F” (the “Allocated Value”). On or before five (5) Business Days after the execution of this Agreement Buyer shall provide to Seller a revised Exhibit “F” with an Allocated Value for any remaining Assets which were not addressed at the time of execution of this Agreement and such allocation of value shall upon the allocation methodology reasonable approval of the Seller shall be included in Exhibit “F.” The Allocated Value for any Asset equals the portion of the unadjusted Purchase Price allocated to such Asset on Exhibit “F”, increased or reduced as described in this Article 3. Any adjustments to the Purchase Price other than the adjustments provided for in Sections 3.3(a)(ii)(D), 3.3(a)(ii)(E), and 3.3(a)(ii)(F) shall be applied on a pro rata basis to the amounts set forth on Exhibit “F” for all Assets. After all such adjustments are made, any adjustments to the Purchase Price pursuant to Sections 3.3(a)(ii)(D), 3.3(a)(ii)(E), and 3.3(a)(ii)(F) shall be applied to the amounts set forth in Schedule 3.3 attached hereto Exhibit “F” for the particular affected Assets. After Seller and Buyer have agreed on the Allocated Values for the Assets, Seller will be deemed to have accepted such Allocated Values for purposes of this Agreement and the transactions contemplated hereby, but otherwise makes no representation or warranty as to the accuracy of such values. Seller and Buyer agree (i) that the “Allocation Schedule”)Allocated Values, as adjusted pursuant to the foregoing, shall be used by Seller and Buyer as the basis for reporting asset values and other items for purposes of all federal, state, and local Tax Returns, including without limitation Internal Revenue Service Form 8594 and (ii) that neither they nor their Affiliates will take positions inconsistent with such Allocated Values in notices to Governmental Bodies, in audit or other proceedings with respect to Taxes, in notices to preferential purchase right holders, or in other documents or notices relating to the transactions contemplated by this Agreement. Within ninety Buyer and Seller further agree that, on or before the Final Settlement Date (90) days following or the Closing Date, Buyer in the event of a Like-Kind Exchange Transaction), they will provide mutually agree as to Sellers a draft the further allocation of the Allocation Schedule prepared Allocated Values included in accordance with such Exhibit “F” as to the relative portion of those values attributable to leasehold costs and depreciable equipment. Seller’s allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections values attributable to leasehold costs and depreciable equipment will be controlling to the extent that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers Seller are unable to resolve all agree on the allocation of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer values attributable to leasehold costs and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)depreciable equipment.

Allocation of Purchase Price. Sellers and Within thirty (30) days after the final determination of the Closing Balance Sheet, as provided in Section 2.5 herein, the Buyer agree shall deliver to allocate amounts treated as consideration the Seller the Buyer’s proposal for U.S. federal income tax purposes allocation of the Purchase Price among the Purchased Assets for all purposes (including financial, accounting and tax and financial accountingpurposes) in accordance a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation ScheduleAllocation”). Within ninety (90) days following In the Closing Date, Buyer will provide event that the Seller does not object to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ the Seller’s receipt of Buyer’s proposed allocationthe Allocation, Sellers do not deliver Buyer written notice (a “then the Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation Parties shall be final and binding deemed to all partieshave agreed to the Allocation. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together Seller will endeavor in good faith to resolve any differences with respect to the preparation of the Allocation. If differences arise with respect to such preparation, and Buyer and Seller have acted in good faith to resolve such differences, then any remaining disputed matters will be finally and conclusively determined by the Auditor. The Auditor will determine (based solely on presentations by Buyer and Seller and not by independent review) only those matters in dispute and will render a written report as to the disputed itemsmatters and the resulting allocation of Purchase Price (together with the Assumed Liabilities), which report shall be conclusive and binding upon the Parties. If Buyer and Sellers are unable to resolve all Each Party shall fully comply with the reporting requirements of Section 1060 of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items Code relating to allocation rules for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodologycertain asset acquisitions. Buyer and Sellers Seller shall file all not, subject to the requirements of any applicable Tax Law or election, file any Tax Returns and reports or take any positions before any Governmental Body inconsistent with the Allocation. Buyer and Seller shall cooperate in the preparation and filing of IRS Form 8594 (including Form 8594, any amended Tax Returns, as amended) and any claims for refundrequired exhibits thereto with the IRS (and any comparable forms with the appropriate authorities) in a manner consistent with the Allocation Schedule Allocation, which the Parties shall each file with the IRS on a timely basis. The IRS Form 8594 shall be prepared in a manner consistent with Exhibit 2.6 attached hereto, which Exhibit is pro forma and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within based upon the meaning of Section 1313(a) value of the Code)Purchased Assets and Assumed Liabilities reflected on the Current Balance Sheet, and represents the pro forma Purchased Assets and Assumed Liabilities as if the Closing had occurred on September 22, 2007.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among The allocation of the Purchased Assets for all purposes Purchase Price (including tax and financial accountingany portion of the Assumed Liabilities if applicable) will be negotiated by the Parties in accordance with Applicable Tax Law (as defined below). Purchaser shall propose and deliver to Seller a preliminary allocation among the Assets of the Purchase Price and such other consideration to be paid to Seller pursuant to this Agreement (an “Allocation”) sufficiently far in advance of the Closing to allow the Final Pre-Closing Allocation referred to below to be determined prior to the Closing. The Allocation shall be consistent with Code Section 1060 of the Code (“Applicable Tax Law”) and the Treasury Regulations promulgated regulations thereunder and in a manner which facilitates Property Tax reporting and shall separately allocate Assets in the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”)Facilities Switchyard. Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, Seller shall within thirty (30) calendar days thereafter propose any changes to the Allocation. Within thirty (30) days following delivery of Sellers’ receipt of Buyer’s such proposed allocationchanges, Sellers do not deliver Buyer written notice (Purchaser shall provide Seller with a “Seller Allocation Objection Notice”) statement of any objections that they have to such allocationproposed changes, Xxxxx’s proposed allocation shall be final and binding to all partiestogether with a reasonably detailed explanation of the reasons therefor. If Sellers timely deliver to Buyer a Purchaser and Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all any disputed objections within ten (10) days thereafter, such objections shall be referred to the Independent Accounting Firm, which shall resolve the disputed item. The Independent Accounting Firm shall be instructed to deliver to Purchaser and Seller a written determination of the proper allocation of such disputed items within twenty (20) Business Days from the date of engagement. Such determination shall be final, conclusive and binding upon the Parties for all Tax purposes, and the Allocation shall be so adjusted (the allocation, including the adjustment, if any, to be referred to as the “Final Pre-Closing Allocation”). Within thirty (30) calendar days of Xxxxx’s receipt the determination of the Post-Closing Adjustment, the Parties shall agree to the adjustments to the Final Pre-Closing Allocation (“Final Allocation”). The fees and disbursements of the Independent Accounting Firm attributable to any Allocation shall be shared equally by Purchaser and Seller. Purchaser and Seller Allocation Objection Notice (or such later date as Buyer agree to timely file Internal Revenue Service Form 8594, and Sellers may agree)all Tax Returns, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594Allocation or Final Allocation, any amended Tax Returnsas the case may be, and any claims to report the transactions contemplated by this Agreement for refund) federal Income Tax and all other Tax purposes in a manner consistent with the Allocation Schedule or Final Allocation, as the case may be. Each of Purchaser and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations Seller further agree to provide a copy of its Internal Revenue Service Form 8594 for inspection by any taxing authority or any the other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Party not fewer than 10 business days prior to filing such form.

Allocation of Purchase Price. Sellers (a) Within sixty (60) days after the Final Initial Closing Date Net Worth Amount is finally determined pursuant to Section 3.3, Buyer shall provide Seller with a schedule containing an allocation, subject to adjustment pursuant to the penultimate sentence of this Section 3.8(a) and Buyer agree Section 3.8(b), of each of (i) the sum of the Initial Purchase Price, as adjusted pursuant to allocate amounts treated as consideration for U.S. federal income tax purposes Section 3.2 and Section 3.3, and the Assumed Liabilities among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder Sub Shares, and (ii) such portion thereof as Buyer has allocated to the Purchased Assets among the Purchased Assets. Such allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Dateschedule shall be deemed to be accepted by Seller, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation and shall be final and binding on Seller and Buyer, unless Seller provides written notice to all partiesBuyer of any reasonable objections thereto within five (5) business days after receipt of such allocation schedule. If Sellers Seller timely deliver to provides such written notice, Seller and Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together negotiate in good faith to resolve the disputed itemsSeller's objections and to agree on a mutually acceptable allocation schedule. If Seller and Buyer are able to agree on a mutually acceptable allocation schedule within (10) days after Buyer's receipt of Seller's written notice of objection, then such allocation schedule shall be final and Sellers binding on Seller and Buyer. If Seller and Buyer are unable to resolve all agree to a mutually acceptable allocation schedule within such period, then they shall engage the Independent Accountant to determine the allocation schedule. The fees and expenses of the disputed items within thirty (30) calendar days Independent Accountant relating to such determination shall be borne and paid 50%/50% by each of Xxxxx’s receipt Seller and Buyer. The Independent Accountant's determination of an allocation schedule shall be final and binding on Seller and Buyer. Any Earnout Purchase Price determined pursuant to Section 3.6 shall be allocated among the Purchased Assets and the Sub Shares in the same proportion as provided in the allocation schedule that is final and binding on Seller Allocation Objection Notice (or such later date as and Buyer and Sellers may agreepursuant to this Section 3.8(a), then Buyer and Sellers any amount so allocated to the Purchased Assets shall refer be allocated among the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation Purchased Assets in accordance with such procedures similar to those described above relating to the allocation methodology. Buyer of the Initial Purchase Price, as adjusted pursuant to Section 3.2 and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax ReturnsSection 3.3, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Assumed Liabilities.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes A proposed allocation of the Purchase Price among the Purchased Assets for all purposes Interests and Indirect Interests (including tax and financial accountingan “Allocation”) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology shall be set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) on a schedule to be prepared by NewCo and delivered to ResCap within 90 days following the Closing Date, Buyer will provide to Sellers . ResCap shall have a draft period of thirty 30 days after receipt of the proposed Allocation Schedule (the “Review Period”) to review it. If ResCap does not object to the proposed Allocation in writing during the Review Period, the Allocation prepared in accordance by NewCo shall be the final Allocation for the Purchase Price. If ResCap provides written notice to NewCo within the Review Period that ResCap disputes the proposed Allocation, NewCo and ResCap shall attempt to reach a mutually acceptable agreement regarding the appropriate Allocation during the thirty-day 30-day period beginning on the date that NewCo receives the notice from ResCap (the “Negotiation Period”). If NewCo and ResCap are able to reach a mutually acceptable agreement within the Negotiation Period, such agreement shall be the final Allocation of the Purchase Price. NewCo and Seller, or their respective Affiliates as applicable, shall file all Tax Returns for which they are responsible consistent with the final Allocation and shall take no position before any taxing authority inconsistent with such allocation methodologyAllocation except (x) to the extent agreed to in writing by NewCo and ResCap, (y) by subsequent agreement with the Internal Revenue Service following an audit by the Internal Revenue Service or (z) by a court decision. IfNotwithstanding the foregoing, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer in the event that ResCap provides written notice (a “Seller to NewCo during the Review Period that it disputes the proposed Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers Parties are unable to resolve all of reach a mutually acceptable agreement regarding the disputed items appropriate Allocation within thirty (30) calendar days of Xxxxx’s receipt of the Seller Negotiation Period, the Parties shall submit the proposed Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually standing that is reasonably acceptable to Buyer ResCap and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm NewCo (the “Independent Auditor”) for review at the shared (50/50) expense of the parties. The determination of the Independent Auditor shall determine be the final allocation in accordance with such allocation methodologyunder this Section 2.11. Buyer and Sellers ResCap shall file all applicable Tax Returns act (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedingsbe deemed to have acted) absent a contrary “determination” (within the meaning on behalf of Seller pursuant to this Section 1313(a) of the Code)2.11.

Allocation of Purchase Price. Sellers (a) Within one hundred twenty (120) days following the Closing, Purchaser will prepare and Buyer agree deliver to allocate amounts treated as each Seller an allocation of the Closing Cash Payment, the Stock Consideration, and all other Taxable consideration for U.S. federal income tax purposes among the Purchased Assets that Purchaser acquired from such Seller for all purposes (including tax Tax and financial accounting) (each, a “Purchase Price Allocation Schedule”), with such allocation to be in accordance with Section 1060 of the Code to the extent applicable thereto and the Treasury Regulations promulgated thereunder filed on IRS Form 8594, as applicable, and the allocation methodology principles set forth in on Schedule 3.3 attached 2.4 hereto (the “Allocation SchedulePrinciples”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers Each Seller shall have a draft period of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days after the delivery of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written a Purchase Price Allocation Schedule to present in writing to Purchaser notice (a “Seller Allocation Objection Notice”) of any objections that they such Seller may have to the allocations set forth therein. Unless a Seller timely objects to the Purchase Price Allocation Schedule delivered to it, such allocation, Xxxxx’s proposed allocation Purchase Price Allocation Schedule shall be final and binding to all partieson the Parties, without further adjustment. If Sellers timely deliver to Buyer a Seller timely objects to the Purchase Price Allocation Objection NoticeSchedule delivered to it, Purchaser shall consider in good faith all reasonable comments from such Seller; provided, that if after thirty (30) days, the Seller and Purchaser are unable to agree, then Buyer Purchaser and Sellers may, for any purpose, take inconsistent positions with respect to such Purchase Price Allocation Schedule, provided, that neither Purchaser nor Sellers shall take any position inconsistent with the Allocation Principles for any purpose. If a Seller does not object to the Purchase Price Allocation Schedule delivered to it, or Purchaser and a Seller are able to resolve any differences within the thirty (30) day period described above, the Parties agree to (a) prepare and file, or cause to be prepared and filed, each of their respective Tax Returns on a basis consistent with such Purchase Price Allocation Schedule (as the same may be revised by the foregoing procedures) and (b) unless otherwise required by Law, take no position inconsistent with such Purchase Price Allocation Schedule (as the same may have been revised by the foregoing procedures) on any applicable Tax Return, in any Legal Proceeding before any Governmental Authority, in any report made for Tax, financial accounting, or any other purpose. Each Party shall provide the other with written notice of any audit or other Legal Proceeding related to the allocation of the Purchase Price and other Taxable consideration as reported under this Section 2.4. Purchaser and Sellers shall work together cooperate in good faith to resolve update each Purchase Price Allocation Schedule to reflect any adjustments to the disputed items. If Buyer and Sellers are unable to resolve all of Purchase Price for Tax purposes (including any recovery from the disputed items within thirty (30Holdback Consideration as contemplated in Section 7.7) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Principles.

Allocation of Purchase Price. Sellers (a) Within thirty (30) calendar days after the date of this Agreement, Buyer shall deliver a reasonable draft of the allocation of the Purchase Price and Buyer agree to allocate amounts treated Assumed Liabilities among the Transferred Assets and Transferred Equity Interests (and among the assets held by any Transferred Company disregarded as consideration separate from its owner for U.S. federal income tax purposes among the Purchased Assets for all purposes (including tax and financial accountingTax purposes) in accordance a manner that incorporates, reflects and is consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 Exhibit M attached hereto (the “Allocation Method”) on a country-by-country basis (the “Initial Allocation”) to Seller (the “Proposed Initial Allocation”). Except as provided in this subparagraph (a) and subparagraph (c) of this Section 2.05, at the close of business on the thirtieth (30th) calendar day after delivery of the Proposed Initial Allocation, the Proposed Initial Allocation shall become binding upon Buyer and Seller, shall be set forth on Schedule 2.05(a) to the Disclosure Letter (the “Initial Allocation Schedule”), and shall be the Initial Allocation. Within ninety Seller shall raise any objection (90so long as such objection is reasonable) days following to the Closing Date, Buyer will provide to Sellers a draft of the Proposed Initial Allocation Schedule prepared in accordance with such allocation methodology. If, writing within thirty (30) calendar days of Sellers’ receipt the delivery of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all partiesthe Proposed Initial Allocation. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers Seller shall work together negotiate in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items any differences within thirty (30) calendar days after delivery of XxxxxSeller’s receipt of the Seller Allocation Objection Notice (or such later date as objection. If Buyer and Sellers may agree)Seller reach written agreement amending the Proposed Initial Allocation within such thirty (30) calendar day period, then the Proposed Initial Allocation, as so amended, shall become binding upon Buyer and Sellers Seller, shall refer be set forth in the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax ReturnsInitial Allocation Schedule, and any claims for refund) consistent with shall be the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Initial Allocation.

Allocation of Purchase Price. Sellers The Seller and Buyer the Purchaser agree to allocate amounts treated as consideration for U.S. federal income tax purposes that the Cash Purchase Price, the Ballistics Earn-Out Payments and the relevant Assumed Liabilities shall be allocated among the Purchased Assets in accordance with Section 1060 of the Code. The Cash Purchase Price (which for these purposes shall include the amount of the relevant Assumed Liabilities) shall be allocated among the Assets constituting Class I, Class II, Class III, Class IV, Class V, and Class VI assets (as such terms are defined in Treasury Regulation Section 1.338-6) in accordance with a schedule which the Seller shall provide to the Purchaser within one hundred (100) days after the Closing. Thereafter, the Purchaser shall have twenty (20) days either to (i) agree with and accept such schedule or (ii) in good faith, suggest changes to such schedule and attempt to agree with the Seller as to the contents of the schedule (with the resulting agreed upon schedule in both instances called the “Allocation Schedule”). The Seller and the Purchaser shall provide the other promptly with any other information required to complete the Allocation Schedule. If the Seller and the Purchaser agree on the Allocation Schedule within one hundred fifty (150) days following the Closing, the Seller and the Purchaser shall each file Internal Revenue Service Form 8594 and any required attachments thereto (“Form 8594”), together with all purposes federal, state and local tax returns, in a manner consistent with and in accordance with such Allocation Schedule. If the Seller and the Purchaser are unable to reach such agreement, each of the Seller and the Purchaser may file Form 8594, and any federal, state and local tax returns allocating the Cash Purchase Price (including tax and financial accountingthe amount of the relevant Assumed Liabilities) in the manner each believes appropriate, provided that such allocation is reasonable and in accordance with Section 1060 of the Code and the Department of Treasury Regulations promulgated thereunder thereunder. The Purchaser shall allocate any Ballistics Earn-Out Payments, when and to the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Dateextent made, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all Section 1060 of the disputed items within thirty (30) calendar days of Xxxxx’s receipt Code. The Seller reserves the right to elect out of the Seller Allocation Objection Notice installment method (or such later date as Buyer and Sellers may agreepursuant to Treasury Regulation Section 15a.453-1(d)), then Buyer and Sellers shall refer in which case the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall Seller may determine the final allocation fair market value of the Ballistics Earn-Out Payments as of the Closing Date and shall allocate such value in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) 1060 of the Code). Within 10 days of filing Form 8594 (including any supplemental statements thereunder) with the Internal Revenue Service pursuant to this Section 3.4, each party shall provide the other with a copy of such form as filed.

Allocation of Purchase Price. Sellers Purchaser and Buyer agree Seller will allocate the Purchase Price (including Assumed Liabilities and any other consideration to allocate amounts treated as consideration the extent properly taken into account under Section 1060 of the Code, including any payments made under Section 2.10) for U.S. federal income tax Tax purposes among the Purchased Assets for all purposes pursuant to this Section 2.11 and in a manner consistent with Section 2.06 through Section 2.10. Seller shall prepare and deliver a draft allocation of the Estimated Purchase Price (including tax Assumed Liabilities and financial accounting) in accordance with any other consideration to the extent properly taken into account under Section 1060 of the Code and Code) for Tax purposes among the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto Purchased Assets (the “Allocation”) to Purchaser five Business Days prior to the Closing Date. The Allocation Schedule”)can specify allocation rules and principles for amounts (including, for the avoidance of doubt, amounts pursuant to Section 2.10) which are unknown at the time the Allocation is prepared. Within ninety Seller and Purchaser shall cooperate in good faith and endeavor to resolve any disputes regarding the Allocation prior to Closing; provided, however, that such resolution shall not be a condition to the Closing. Seller shall promptly provide Purchaser with any reasonably requested information requested by Purchaser for purposes of reviewing the Allocation. Purchaser shall submit any dispute with respect to the Allocation in writing (90setting forth in reasonable detail the reason for any objections and any proposed adjustments to the Allocation) within 30 days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers Purchaser are unable to resolve all any such dispute within 30 days following Purchaser’s objection thereto, the Parties shall refer such dispute to the Independent Accountant for resolution. In such event, the Parties shall each use their reasonable best efforts to cause the Independent Accountant to resolve such dispute within 45 days of the disputed items within thirty date such dispute is referred to the Independent Accountant. Any amendments to the Allocation will be completed in a manner consistent with this Section 2.11. The Parties covenant and agree (30a) calendar days of Xxxxx’s receipt to report for Tax purposes the allocation of the Seller Allocation Objection Notice Purchase Price (or such later date including Assumed Liabilities and/or Final Adjustment Amount) among the Purchased Assets in a manner entirely consistent with the Allocation, as Buyer and Sellers it may agreebe amended pursuant to this Section 2.11 upon any adjustment to the calculation of the Purchase Price (including any Assumed Liabilities), then Buyer (b) that the Parties will cooperate with each other in connection with the preparation, execution and Sellers shall refer the disputed items for resolution filing of all Tax Returns related to an accounting firm of national reputation mutually acceptable to Buyer such allocation and Sellers, with will take no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance position inconsistent with such allocation methodologyin the filing of any Tax Return, except upon a final determination by an applicable Taxing Authority and (c) that the Parties will use commercially reasonable efforts to advise each other regarding the existence of any Tax audit, controversy or litigation related to such allocation. Buyer The payment of any amounts under Section 2.09 and Sellers Section 2.10 under this Agreement shall file all be treated as an adjustment to the purchase price for Tax purposes unless otherwise required by applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Law.

Allocation of Purchase Price. The parties agree that the Final Purchase Price shall be allocated between the U.S. Interests (the “U.S. Purchase Price”) and the Canadian Equity Securities (the “Canadian Purchase Price”) as mutually determined in good faith by the Sellers and Buyer the Purchasers (the “Entity-Level Purchase Price Allocation”). The parties also agree to allocate amounts that the purchase and sale of the U.S. Interests shall be treated as consideration for U.S. federal income tax purposes as the purchase by U.S. Purchaser and the sale by U.S. Seller of all of the assets of U.S. Target. Not later than forty-five (45) days after the Closing Date, Sellers shall provide to Purchasers their determination of the Entity-Level Purchase Price Allocation in a manner consistent with Section 5.18(h) of the Disclosure Letter. Within fifteen (15) days after receipt of the proposed Entity-Level Purchase Price Allocation, Purchasers shall notify Sellers in writing if they disagree with such proposed allocation and, in the event of disagreement, the parties shall make a good faith attempt to reach an agreement. If the parties are unable to reach agreement regarding the Entity-Level Purchase Price Allocation, all unresolved items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting firm, the costs of which will be borne equally by the Sellers and Purchasers. Such accounting firm shall resolve all items in dispute in a manner consistent with Section 5.18(h) of the Disclosure Letter. The proposed allocation as revised to reflect the resolutions of such accounting firm shall be the Entity-Level Purchase Price Allocation. Not later than ninety (90) days after the Closing Date, Sellers shall provide to Purchasers (i) an allocation of the U.S. Purchase Price and any liabilities of the U.S. Target and its Subsidiaries other than Xxxxxxx Products, Inc. (to the extent treated as liabilities for U.S. federal income tax purposes) among the Purchased Assets for all purposes assets of U.S. Target (including the stock of DST Output Electronic Solutions, Inc., DST Mailing Services, Inc., DST Output East, LLC, DST Output West, LLC, Lateral Group NA, LLC and Xxxxxxx Products, Inc. and the assets of DST Output Central, LLC) and (ii) an allocation of the Canadian Purchase Price and any liabilities of Canadian Target (to the extent treated as liabilities for U.S. federal income tax purposes) among the assets of Canadian Target, each allocation in (i) and financial accounting(ii) in accordance a manner that complies with the requirements of the Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation SchedulePurchase Price Allocation”). Within ninety fifteen (9015) days following the Closing Date, Buyer will provide to Sellers a draft after receipt of the proposed Purchase Price Allocation, Purchasers shall notify Sellers in writing if they disagree with such proposed allocation and, in the event of disagreement, the parties shall make a good faith attempt to reach an agreement. If the parties are unable to reach agreement regarding the Purchase Price Allocation, all unresolved items that remain in dispute shall be submitted to a jointly selected internationally recognized accounting firm, the costs of which will be borne equally by the Sellers and Purchasers. The proposed allocation as revised to reflect the resolutions of such accounting firm shall be the Purchase Price Allocation. The parties shall cooperate in preparing, executing, and filing with each Tax Authority all required information returns, including filing with the Internal Revenue Service all necessary information returns required by Section 1060 of the Code. The Entity-Level Purchase Price Allocation Schedule prepared and the Purchase Price Allocation shall be final, conclusive, and binding on each party and Purchasers and Sellers shall each timely file Internal Revenue Service Form 8594 (Acquisition Statement under Code Section 1060) and all federal, state, local and foreign Tax Returns in accordance with such allocation methodologyallocations. IfIn the event that the Final Purchase Price is determined, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedingsadjustment to the Preliminary Purchase Price or Final Purchase Price for Tax reporting purposes is made under this Agreement after delivery of the Purchase Price Allocation, Sellers and Purchasers shall mutually revise the Entity-Level Purchase Price Allocation, the Purchase Price Allocation and the 338(h)(10) absent a contrary “determination” (within the meaning Allocations accordingly. The Purchase Price Allocation, as finally determined, shall be used in preparing Internal Revenue Service Form 8883 for purposes of Section 1313(a5.18(i) of this Agreement. In the Code)event that any Tax Authority disputes the Entity-Level Purchase Price Allocation, the Purchase Price Allocation, or any of the 338(h)(10) Allocations, Sellers or Purchasers, as the case may be, shall promptly notify the other party in writing of the nature of such dispute.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes The Purchase Price shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) the Technology and Intellectual Property License Agreement, in accordance with Section 1060 of the Code and the Treasury Regulations treasury regulations promulgated thereunder thereunder, and the allocation methodology set forth in Schedule 3.3 attached hereto Buyer and the Sellers agree to (a) be bound by the “Allocation Schedule”). Within ninety allocation, (90b) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared act in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer the preparation of financial statements and Sellers shall file filing of all applicable Tax Returns (including including, without limitation, filing Internal Revenue Service Form 85948594 with their United States federal income Tax Return) and in the course of any Tax audit, any amended Tax Returnsreview or Tax litigation relating thereto, and any claims for refund(c) consistent with the Allocation Schedule and shall take no position contrary thereto or and cause their Affiliates to take no position inconsistent therewith (with the allocation for income Tax purposes, including in any audits or examinations by any taxing authority or any other proceedings) absent United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the Code). The Purchase Price allocated to the Purchased Assets shall separately allocate a specific amount to the Intellectual Property that constitutes Purchased Assets. The Buyer shall after consultation with the Sellers initially determine and send a written schedule to the Sellers of the allocation of the Purchase Price within ninety (90) days after the Closing Date. The Sellers will be deemed to have accepted such allocation schedule unless they provide written notice of disagreement to the Buyer within twenty (20) Business Days after the receipt of the Buyer’s notice of allocation. If the Sellers provide such notice of disagreement to the Buyer, then the Parties shall proceed in good faith to determine the allocation in dispute. If, within ten (10) days after the Buyer receives the Sellers’ notice of disagreement, the Parties have not reached agreement, then the Independent Accounting Firm shall be engaged to determine the final allocation in dispute. The final allocation schedule shall be made in accordance with the principles set forth on Schedule 4.03.

Allocation of Purchase Price. Sellers The parties shall negotiate in good faith to reach an agreement with respect to how the Initial Consideration paid pursuant to this Agreement and Buyer agree the Tap Participation Fees to allocate amounts treated as consideration for U.S. federal income tax purposes be paid shall be allocated among the Purchased Assets (giving effect to the value of the Shares taking into account appropriate discounts for all purposes (including tax illiquidity, transfer restrictions and financial accountingother applicable factors) in accordance with pursuant to Section 1060 of the Code and as to the Treasury Regulations promulgated thereunder and content of the allocation methodology set forth in Schedule 3.3 attached hereto IRS Form 8594 to be filed by each of them with their next income Tax Returns within ten (the “Allocation Schedule”). Within ninety (9010) days following the Closing Dateexecution date of this Agreement. If the parties are not able to reach agreement on such matters within such ten (10) day period, Buyer Seller, after consultation with Pure Cycle as to the firm which Seller will provide select, may engage an independent business valuation firm (the “Valuation Firm”) to Sellers a draft render its report or opinion, for tax purposes, as to an appropriate discount from the trading price of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days Shares as of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have the Closing and each party agrees to such allocation, Xxxxx’s proposed allocation shall be final cooperate reasonably and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve with the disputed itemsValuation Firm. If Buyer Seller will be solely responsible for the fees and Sellers are unable to resolve all expenses of the disputed items Valuation Firm. The Valuation Firm will complete its determination of the discount within thirty forty-five (3045) calendar days after the execution date of Xxxxxthis Agreement. Seller will cause a copy of the Valuation Firm’s report or opinion to be delivered to Pure Cycle promptly after completion of the valuation. Seller or Pure Cycle may terminate this Agreement upon written notice to the other party given not more than five (5) days after such party’s receipt of the Valuation Firm’s report or opinion. If the parties are not able to agree upon the allocation of the Initial Consideration and the Tap Participation Fees or the discount to be applied to the value of the Shares even though an opinion or report has been received from the Valuation Firm, either party may terminate this Agreement upon written notice to the other party given not more than: (i) five (5) days after the expiration of the ten (10) day period provided in the first sentence of this Section 2.8 if no Valuation Firm is retained or (ii) as provided in the preceding sentence. Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)Pure Cycle agree to report the federal, then Buyer state and Sellers shall refer local income and other Tax consequences of the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returnstransactions contemplated hereby, and any claims for refund) consistent with in particular to report the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations information required by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a1060(b) of the Code), in a manner consistent with the agreed upon allocation, and to file all other applicable Returns to reflect such purchase price allocation, and further agree that neither of them will take any position inconsistent therewith upon examination of any Return, in any refund claim, in any litigation, investigation or otherwise.

Allocation of Purchase Price. Sellers As of the Closing, the Purchase Price and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes Assumed Liabilities will be allocated among the Purchased Acquired Assets for all purposes (including tax and financial accounting) in the manner provided on Schedule 3.5, which Schedule has been prepared in accordance with Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder and regulations thereunder. Prior to Closing, Sellers shall deliver to Purchaser a draft of Schedule 3.5 (estimated as of the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”Closing Date). Within ninety thirty (9030) days following the Closing Datefinal adjustment to Purchase Price pursuant to Section 3.3, Buyer will provide Sellers shall prepare and deliver to Purchaser a revised schedule reflecting the allocation of such adjustments. Purchaser shall within fifteen (15) days after receipt of such schedule or revised schedule, as the case may be, give written notice to Sellers a draft of its agreement or disagreement with such allocation. If Purchaser objects to Sellers’ allocation, Purchaser shall give Sellers written notice of the Allocation Schedule prepared in accordance with such allocation methodologyobjections, and Sellers and Purchaser shall use commercially reasonable efforts to resolve the differences. If, If within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, after the date on which Purchaser has given Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they objections, the Parties have to not resolved such allocationdifferences, Xxxxx’s proposed allocation any dispute related thereto shall be final referred to the Accounting Firm and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items resolved within thirty (30) calendar days of Xxxxxafter such referral. The Accounting Firm’s receipt determination shall be final, binding and conclusive upon Purchaser, Sellers and their respective Affiliates. The costs, expenses and fees of the Seller Allocation Objection Notice (or Accounting Firm with respect to the resolution of any such later date as Buyer and Sellers may agree), then Buyer and Sellers allocation dispute shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or be borne one-half by Sellers and such accounting firm one-half by Purchaser. The allocation determined pursuant to the provisions of this Section 3.5 shall determine be referred to as the final allocation “Allocation Agreement.” Purchaser, Sellers and their respective Affiliates shall be bound by the Allocation Agreement and shall, as applicable, (a) complete and execute a Form 8594 Asset Acquisition Statement under Code Section 1060 in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) a manner consistent with the Allocation Schedule Agreement, (b) file a copy of such Form 8594 with their respective Tax Returns for the period which includes the Closing and provide a copy of such Form 8594 to the other party hereto, and (c) prepare all financial statements and Tax Returns in a manner consistent with the Allocation Agreement. None of the Parties or their Affiliates shall take no any action or position contrary thereto for Tax or accounting purposes that is inconsistent therewith (including in any audits or examinations with the Allocation Agreement, unless otherwise required by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)relevant Taxing Authority.

Allocation of Purchase Price. Sellers Within sixty (60) days of the date of this Agreement, Seller shall prepare and deliver to Buyer agree an allocation schedule setting forth Seller’s determination of the allocation of the Base Purchase Price (plus Assumed Liabilities, to allocate amounts treated as consideration for U.S. federal income tax purposes the extent properly taken into account under applicable Tax Laws) among the Purchased Assets for all purposes (including tax Transferred Assets, the GmbH Shares and financial accounting) the Shares in accordance with applicable Tax Laws, including Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder where applicable (the “Preliminary Allocation”); provided that (a) the Preliminary Allocation shall allocate to the Transferred Accounts Receivable and the Transferred Inventory not less than their book carrying value (excluding any valuation allowances or other mxxx-xxxxx); and (b) the Preliminary Allocation shall also set forth Seller’s determination of the allocation methodology of the amount allocated to the entities set forth on Schedule 1.12 in accordance with the principles of valuation set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”)valuation reports prepared by VRC. Within ninety (90) days following the Closing Date, Seller and Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final endeavor and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve agree to the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Preliminary Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with the previous sentence not less than one (1) Business Day prior to the Closing Date (such allocation methodology. Buyer allocation, if agreed, the “Closing Date Allocation”); provided that (i) it is understood that, although the valuation of the entities set forth on Schedule 1.12 may change between the date the Preliminary Allocation is delivered and Sellers shall file all applicable Tax Returns (including Form 8594the Closing Date Allocation, any amended Tax Returnsif any, is agreed, it is intended that their valuation be in accordance with the principles of valuation set forth in the valuation reports prepared by VRC, and any claims for refund(ii) consistent if no agreement can be reached one (1) Business Day prior to the Closing Date, the Seller and Buyer shall determine their own allocations. To the extent a Closing Date Allocation has been agreed in accordance with the previous sentence, then (A) within fifteen (15 ) days after the Closing, Seller shall prepare and deliver to Buyer a revised allocation schedule that increases or decreases, as the case may be, the allocations set forth in the Closing Date Allocation by an aggregate amount equal to the Closing Purchase Price Adjustment Amount, with such increases or decreases in proportion to the amounts by which each such relevant Transferred Asset, GmbH Shares or Shares (and, within such allocation, the entities set forth on Schedule 1.12) contributed to the Closing Purchase Price Adjustment Amount, with any residual amount allocated pro rata (such revised allocation, if any, the “Preliminary Post Closing Allocation”), and (B) within fifteen (15) days after the Final Closing Net Working Capital Value is deemed final or the parties hereto have received a conclusive and binding determination related thereto from the CPA Firm in accordance with Section 1.6, Seller shall prepare and deliver to Buyer a revised allocation schedule that increases or decreases, as the case may be, the allocations set forth in the Preliminary Post Closing Allocation by an aggregate amount equal to the Post-Closing Purchase Price Adjustment Amount, with such increases or decreases in proportion to the amounts by which each such relevant Transferred Asset, GmbH Shares or Shares (and, within such allocation, the entities set forth on Schedule 1.12) contributed to the Post-Closing Purchase Price Adjustment Amount, with any residual amount allocated pro rata (such revised allocation, if any, the “Final Allocation”). To the extent a Final Allocation has been agreed, Seller and Buyer shall each file a duly completed IRS Form 8594 (Asset Allocation Statement) and shall take no position contrary thereto or inconsistent therewith (including in provide a copy of the same to the other party following any audits or examinations by any taxing authority adjustment to the allocable Purchase Price or any other proceedings) absent a contrary “determination” (within amounts constituting consideration for Tax purposes pursuant to this Agreement. The parties hereto agree that Buyer and Seller shall, and shall cause their respective Affiliates to, act in accordance with the meaning Final Allocation, if any, for all Tax purposes, and that neither of them will take, or permit their respective Affiliates to take, any position inconsistent therewith in any Tax Returns or similar filings, any refund claim, any litigation or otherwise, except as may be required by applicable Tax Law. The parties agree to consult with one another with respect to any Tax audit, controversy or litigation relating to the Final Allocation, if any, made pursuant to this Section 1313(a) 1.12. For the avoidance of doubt, with respect to the allocation of the Code)Base Purchase Price to an entity that is designated as a “Newco” on Schedule 1.12, such allocation shall be based on a value that assumes any asset transfers to such entity pursuant to a Restructuring Agreement has been completed.

Allocation of Purchase Price. Sellers and Within sixty (60) days after the final determination of the Closing Adjustment Amount pursuant to Section 3.02(b) above, Buyer agree shall prepare a schedule with an allocation of the Purchase Price, as adjusted to allocate amounts treated as consideration account for U.S. federal income tax purposes among the Purchased Assets for all purposes Closing Adjustment Amount, together with Assumed Liabilities (including tax and financial accounting) to the extent properly included in accordance with Section 1060 of the Code Code) and capitalized costs (collectively, the "Allocation Amount") among the Assets and the Treasury Regulations promulgated thereunder covenant not to compete described in Section 8.01 hereof (the "Allocation") and present it to Predictive for review. Predictive shall have ten (10) days after receipt of the Allocation to agree or disagree with Buyer's Allocation. If Predictive does not object within this ten (10) day period to the Allocation then the Allocation will be deemed accepted by the Seller. In the event Predictive objects to the Allocation, Buyer and Predictive shall endeavor in good faith to agree upon an allocation methodology of the Allocation Amount for all tax purposes in a manner consistent with the provisions of Section 1060 of the Code. A preliminary allocation, based upon the parties' mutual best estimate of the Allocation Amount, is set forth on Schedule 3.03 attached hereto. If Buyer and Predictive have agreed on an allocation of the Allocation Amount, then each party hereto shall report this transaction for all tax purposes in accordance with such final allocation of the Allocation Amount, which shall be reflected on a revised, final Schedule 3.3 3.03 to be attached hereto (hereto. Solely for purposes of this Section 3.03, the “Allocation Schedule”). Within ninety (90) days following Purchase Price shall be deemed to equal the value of the Shares on the Closing Date, Buyer will provide as determined by reference to Sellers the mean between the high and low sales prices of a draft share of common stock of Predictive on the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve last business day immediately preceding the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Closing Date.

Allocation of Purchase Price. Sellers (a) Within one hundred eighty (180) days after the Closing, (i) the Applicable Buyer shall prepare and Buyer agree deliver to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 Applicable Seller a draft of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto a statement (the “Applicable Allocation ScheduleStatement”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft setting forth its proposed calculation of the Allocation Schedule prepared in accordance with aggregate amount of consideration paid by such Applicable Buyer for the Purchased Banking Assets or the Purchased Corporate Trust Assets, as applicable (the “Applicable Purchased Assets”) and the proposed allocation methodologyof such aggregate amount among the Applicable Purchased Assets. If, If within thirty (30) calendar days of Sellers’ after the Applicable Seller’s receipt of Buyer’s proposed allocationthe draft Applicable Allocation Statement, Sellers do the Applicable Seller shall not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have objected in writing to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Noticedraft statement, then such draft statement shall become the Applicable Allocation Statement. In the event that the Applicable Seller objects in writing within such 30-day period, the Applicable Buyer and Sellers the Applicable Seller shall work together negotiate in good faith to resolve the disputed itemsdispute. If the Applicable Buyer and Sellers the Applicable Seller are unable to resolve all of the disputed items reach an agreement within thirty (30) calendar days of Xxxxxafter the Applicable Seller’s receipt of the Seller draft Applicable Allocation Objection Notice (or Statement, then such later date dispute shall be resolved and the Applicable Allocation Statement shall be determined by an independent, nationally recognized firm of accountants mutually selected by the parties. The Applicable Allocation Statement, as agreed upon by the Applicable Buyer and Sellers may agreethe Applicable Seller and/or determined under this Section 4.6(a), then shall be final and binding upon the parties. Each of the Applicable Buyer and Sellers the Applicable Seller shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer bear all fees and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation costs incurred by it in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent connection with the determination of the Applicable Allocation Schedule and Statement, except that the parties shall take no position contrary thereto or inconsistent therewith each pay one-half (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a50%) of the Code)fees and expenses of such accounting firm.

Allocation of Purchase Price. Sellers Seller and Buyer Purchaser recognize their mutual obligations pursuant to Section 1060 of the Code (and any comparable provisions of any other Tax law) to timely file IRS Form 8594 (or comparable form) and subsequent Forms 8594 (or comparable forms), if any are required, with each of their respective Tax Returns (the "Asset Allocation Statements"). Accordingly, Seller and Purchaser agree to allocate amounts treated as consideration for U.S. federal income tax purposes cooperate in the preparation of any Asset Allocation Statements. Within 45 days following the date of this Agreement, Seller shall deliver to Purchaser a statement of allocation of the Purchase Price and all other items properly included in "consideration" among the Purchased Assets Conveyed Assets, which shall specify in reasonable detail the amount (supported by an appraisal to be obtained by the Seller, provided by an appraiser selected by Seller and Purchaser) to be allocated to inventory, customer base, work force, intellectual property and other intangible assets (i.e. goodwill) located both inside and outside the United States (the "Allocation"). Purchaser and Seller will endeavor in good faith to resolve any differences with respect to the Allocation within 30 days following Purchaser's receipt of the Allocation from Seller. If Purchaser withholds its consent to the Allocation after such 30-day period, then any remaining disputed matters will be finally and conclusively determined by an independent accounting firm of recognized national standing (the "Allocation Arbiter") selected by Purchaser and Seller. Promptly, but not later than 30 days after its acceptance of appointment hereunder, the Allocation Arbiter will determine (based solely on presentations by Seller and Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of Purchase Price (together with any assumed liabilities), which report shall be conclusive and binding upon the parties. Each of Seller and Purchaser shall (i) be bound by the Allocation for all purposes of determining any Taxes, (including tax ii) prepare and financial accountingfile, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with the Allocation, and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the Allocation on any applicable Tax Return or in any proceeding before any taxing authority or otherwise. In the event that the Allocation is disputed by any taxing authority, the Party receiving notice of the dispute shall promptly notify the other Party hereto concerning resolution of the dispute. Seller and Purchaser acknowledge that the Allocation was made in accordance with the provisions of Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. Purchaser and Seller agree that the Equity Consideration shall be treated as taxable consideration paid for the Conveyed Assets for all income tax purposes and the allocation methodology set forth in Schedule 3.3 attached parties hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, on a basis consistent therewith. Purchaser and any claims for refund) consistent with Seller agree that the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) portion of the Code)Purchase Price attributable to each of SiCom and Choice-Intersil shall be comprised one-third (1/3) in the form of Equity Consideration and two-thirds (2/3) in the form of Cash Consideration.

Allocation of Purchase Price. Sellers and Buyer agree Within 90 days after the Closing ---------------------------- Date, Purchaser shall provide to allocate amounts treated as consideration Seller for U.S. federal income tax purposes among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 Seller's review a draft of the Code exhibits proposed to be attached to the Form 8023 and a copy of the Treasury Regulations promulgated thereunder Internal Revenue Service Form 8594 (if required by applicable Law) or other required forms, if any, related to asset acquisitions and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”)any required exhibits thereto. Within ninety (90) 150 days following of the Closing Date, Buyer will Purchaser shall provide to Sellers a draft Seller for Seller's review finalized versions of the Allocation Schedule prepared draft documents delivered by Purchaser pursuant to the previous sentence, which finalized versions shall contain entries that are identical to the draft documents except for those changes resulting from changes in accordance with such allocation methodologyfacts or circumstances not known or contemplated at the time of the Closing. If, within thirty (30) calendar Within 30 days of Sellers’ after receipt of Buyer’s proposed allocationsuch draft documents or finalized versions thereof, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocationshall, Xxxxx’s proposed allocation in writing, either agree or state its objections. Seller and Purchaser shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together negotiate in good faith to attempt to resolve the disputed itemsany objections. If Buyer Seller and Sellers Purchaser are unable to resolve all any Purchase Price allocation differences within 30 days, then any remaining disputed matters will be finally and conclusively determined by a nationally known independent accounting firm (the "Allocation Arbiter") selected by Purchaser and Seller, which firm shall not be the then regular auditors of Purchaser or Seller. Promptly, but not later than 10 days after its acceptance of its appointment, the Allocation Arbiter will determine (based solely on presentations by Seller and Purchaser and not by independent review) only those matters in dispute and will render a written report as to the disputed matters and the resulting allocation of the disputed items within thirty (30) calendar days of Xxxxx’s receipt Purchase Price, which report will be conclusive and binding upon the parties. The fees and expenses, if any, of the Allocation Arbiter shall be paid one-half by Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer one-half by Purchaser. Seller and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers Purchaser shall file all applicable Tax Returns the Form 8023 (including Form 8594, any amended Tax Returns, and any claims other documents required by law to make the Election) on or before the due date for refundmaking the Election. Seller and Purchaser agree to follow said purchase price allocation (which shall include any adjustments to said allocation resulting from purchase price adjustments contemplated by Section 10.6 hereof) consistent with for purposes of all U.S. federal and, where applicable, state and local income and franchise tax returns, to the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)extent said values are relevant for such purposes.

Allocation of Purchase Price. Sellers and Buyer The parties hereby agree to allocate amounts treated that, except as consideration otherwise specifically provided herein, for U.S. federal income tax purposes they shall allocate the Purchase Price among the Purchased Broadcasting Assets for all purposes (including tax and financial accounting) in accordance with their respective fair market values, and that they will comply with the applicable information reporting requirements of Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder thereunder. Buyer and Granite shall report the allocation methodology set forth allocations consistently, to the extent permitted by law, on Internal Revenue Form 8594, which the parties shall cooperate in Schedule 3.3 attached hereto (preparing and which the “Allocation Schedule”)parties will timely file with the Internal Revenue Service. Within ninety thirty (9030) days following after the Closing Date, Granite shall deliver to Buyer will provide to Sellers an initial schedule setting forth a draft complete listing of the Allocation Schedule prepared in accordance with Broadcasting Assets delivered to Buyer at the Closing, the book values and accumulated tax and book depreciation for such assets as of December 31, 1997 and as of the Closing Date and an allocation methodologyof Purchase Price among such Broadcasting Assets. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed Such allocation shall be final and binding upon Sellers and Buyer unless within 20 business days of receipt thereof Buyer gives written notice to all parties. If Sellers timely deliver Granite that it does not consent to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed itemssuch allocation. If Buyer notifies Granite within such 20-day period that it is withholding its consent, Granite and Sellers are unable Buyer will use good faith efforts to resolve all any disagreements. If Granite and Buyer cannot thereafter reach agreement on an allocation within 30 days, Buyer and Granite shall cause an appraisal of the disputed items within thirty (30) calendar days Broadcasting Assets to be performed and completed by Xxxxxxxx, Bond & Picarro or such other appraisal firm as Granite and Buyer shall mutually designate, with expenses in connection with such appraisal to be borne equally by Granite and Buyer. Such appraisal shall comply in all respects with the applicable requirements of Xxxxx’s receipt Section 1060 of the Seller Allocation Objection Notice (or such later date as Buyer Code and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule regulations promulgated thereunder and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within be binding on the meaning parties for the purpose of Section 1313(a) allocating the Purchase Price among the Broadcasting Assets. Each of the Code)parties shall be entitled to discuss the methods and procedures to be used by and to review the working papers of such appraisal firm.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes No later than one hundred twenty (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90120) days following after the Closing Date, Buyer will provide shall prepare and deliver to Sellers a draft Seller the proposed allocation of the Allocation Schedule prepared total consideration paid by Buyer to Seller pursuant to this Agreement among the Acquired Assets for purposes of Section 1060 of the Code. The proposed allocation shall be conclusive and shall be binding upon both Buyer and Seller unless Seller objects in accordance with such allocation methodology. If, writing within thirty (30) calendar days of Sellers’ after receipt of Buyer’s such proposed allocation. In the event that Seller objects in writing within thirty (30) days, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers Seller shall work together negotiate in good faith to resolve the disputed itemsdispute. If Buyer and Sellers are unable Seller fail to resolve all of the disputed items agree on such allocation within thirty (30) calendar days of Xxxxxfollowing Seller’s receipt written objection, such allocation shall be determined, within a reasonable time, by an independent, nationally recognized engineer or appraiser mutually agreed upon and selected by the Parties (the “Independent Appraiser”) to determine the fair value of the Seller Allocation Objection Notice (or Acquired Assets solely for purposes of such later date as allocation under this Section 2.11. If such an appraisal is made, it shall be binding upon both Buyer and Sellers may agree), then Seller. Each Party shall bear and pay one-half of the fees and other costs charged by the Independent Appraiser. Each of Buyer and Sellers shall refer the disputed items for resolution Seller agrees to an accounting firm of national reputation mutually acceptable to Buyer file Internal Revenue Service Form 8594 and Sellersall federal, with no existing relationship with either Buyer or Sellers state, local and such accounting firm shall determine the final allocation foreign Tax Returns in accordance with such agreed allocation methodology(giving effect to mutually-agreed upon adjustments as a result of adjustments to the Purchase Price pursuant to Section 2.9). Each of Buyer and Sellers Seller shall file report the transactions contemplated by this Agreement and the Ancillary Agreements for federal income tax and all applicable other Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) purposes in a manner consistent with the Allocation Schedule and allocation, if agreed-upon or determined by the Independent Appraiser in each case pursuant to this Section 2.11, and, except as otherwise required by Law, neither Party nor their respective Affiliates shall take no a Tax position contrary thereto or that is inconsistent therewith (including in any audits or examinations by any taxing authority or with the allocation. Each of Buyer and Seller agrees to provide the other promptly with any other proceedings) absent a contrary “determination” (within information reasonably required to complete such Form 8594. Each of Buyer and Seller shall notify and provide the meaning other with reasonable assistance in the event of Section 1313(a) an examination, audit or other proceeding regarding the agreed upon allocation of the Code)Purchase Price.

Allocation of Purchase Price. Sellers and Buyer agree shall deliver to allocate amounts treated as consideration ProElite, no later than thirty (30) days after the Closing Date, a proposed allocation, for U.S. federal income tax Tax purposes among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with pursuant to Section 1060 of the Code and the Treasury Regulations promulgated thereunder regulations thereunder, of the Purchase Price, the ProElite License Payment and Assumed Liabilities (together, the allocation methodology set forth in Schedule 3.3 attached hereto “Total Consideration”) between the Sellers and among the Assets (the “Allocation ScheduleProposed Allocation”). Within ninety Promptly following receipt of the Proposed Allocation, ProElite shall review the same and, within ten (9010) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ after ProElite’s receipt of Buyer’s proposed allocationsuch Proposed Allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely may deliver to Buyer a Seller Allocation certificate executed by ProElite (on its behalf and EliteXC) setting forth objections to the proposed allocation (an “Objection Notice”), together with a summary of the reasons therefor and calculations which, in the Sellers’ view, are necessary to eliminate such objections. If ProElite does not deliver an Objection Notice within such 10-day period, the Proposed Allocation shall be the final allocation of the Total Consideration among the Assets (the “Final Allocation”). If ProElite delivers an Objection Notice within such 10-day period, Buyer and the Sellers shall use their reasonable attempts to resolve by written agreement any differences identified in the Objection Notice within the succeeding five (5) days and, if they are able to resolve all such differences, the allocation agreed to shall be the Final Allocation. If any objections raised by ProElite (on its behalf or EliteXC) in the Objection Notice are not resolved within the 5-day period next following such 5-day period, then Buyer and Sellers ProElite shall work submit the objections that are then unresolved (together in good faith with any agreed adjustments) to an independent certified public accountant mutually agreed to by Buyer and ProElite, who shall be directed by Buyer and ProElite to resolve the disputed items. If unresolved objections within the next ten (10) days and to deliver written notice to each of Buyer and Sellers are unable to resolve all ProElite setting forth its resolution of the disputed items within thirty (30) calendar days of Xxxxx’s receipt matters. The allocation resulting from the decision of the Seller independent certified public accountant shall be the Final Allocation. Any allocation that becomes the Final Allocation Objection Notice (pursuant to the preceding provisions of this Section 3.8 shall attach to this Agreement after Closing. No party to this Agreement will take a position on any federal or such later date as Buyer and Sellers may agree)state Tax return, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, before any amended Tax Returns, and any claims for refund) consistent Governmental Body charged with the Allocation Schedule and shall take no position contrary thereto collection of any income Tax, or inconsistent therewith (including in any audits or examinations by judicial Proceeding that is in any taxing authority or any other proceedings) absent a contrary “determination” (within way inconsistent with the meaning of Section 1313(a) of the Code)Final Allocation.

Allocation of Purchase Price. Sellers and Buyer The Purchase Price shall be allocated among the Assets to be Acquired based upon an appraisal to be obtained prior to the Closing. The parties agree to allocate amounts treated as consideration engage Kane Xxxxx Xxxociates, Inc. ("KRA") or, if unavailable, Malaxxx-Xxxxxx Xxxociates, to prepare such appraisal, and agree to share equally the costs of the appraisal. The parties shall cause the appraiser to consult with Buyer and Seller during the preparation of such appraisal, and the appraiser shall deliver the final appraisal to Buyer and Seller simultaneously. Buyer and Seller agree to be bound by such allocation and to file all returns and reports in respect of the Schedule 3.09 lists each existing contract, agreement, lease, permit, consent, license, microwave agreement or commitment, including pole line agreements, whether written or oral, affecting or relating to the Acquired Systems (the "Agreements") other than the Excluded Assets; the Franchises; the Pole Attachment Agreements; the Leases and Rights-of-Way; subscription agreements with individual residential subscribers for U.S. federal income tax purposes among the Purchased Assets for cable services provided in the ordinary course of business, which may be canceled by Seller without penalty on not more than 30 days notice; miscellaneous service contracts terminable at will without penalty; other contracts or agreements relating to the Acquired Systems not involving either aggregate liabilities under all purposes (including tax such agreements exceeding $25,000 or any material nonmonetary obligation; and financial accounting) programming agreements. Each of the Agreements is in full force and effect in accordance with Section 1060 its terms. Without limiting the foregoing, the Acquired Systems and all equipment and real property used in connection therewith are now being utilized, operated and maintained in conformity in all material respects with the provisions of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”)Agreements. Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do Seller has not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits manner failed to so utilize, operate and maintain the Acquired Systems in a manner which could now or examinations by hereafter result in cancellation or termination of, or liability for damages under, the Agreements, nor is Seller in default in any taxing authority material respect in the performance of one or any other proceedings) absent a contrary “determination” (within more of its obligations pursuant to the meaning of Section 1313(a) of the Code)Agreements.

Allocation of Purchase Price. Buyer and Sellers and Buyer agree to shall allocate any amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes assets of the Company (including tax and financial accountingthe “Allocation”) in accordance with the manner required by Code Section 1060 of the Code and the Treasury Regulations promulgated thereunder Section 1.1060-1(c) as follows: (i) to the Company’s Tangible Personal Property based on the Company’s adjusted tax basis; (ii) to the Company’s (a) inventory; (b) accounts receivable; (c) Cash; and (d) any other short term assets, based on the allocation methodology set forth in Schedule 3.3 attached hereto Company’s net book value as illustrated on the Company’s Financial Statements as of the Balance Sheet Date; and (iii) to all of the Company’s intangible assets, based on the residual value of such assets (the “Allocation SchedulePrinciples”). Within ninety one hundred eighty (90180) days following after the Closing Date, the Shareholder Representative shall deliver to Buyer will provide to Sellers a draft of IRS Form 8594 prepared in a manner consistent with the Allocation Schedule prepared in accordance Principles (“Sellers’ Allocation”). The Buyer shall have the right to review the Sellers’ Allocation and, if Buyer disagrees with such allocation methodology. IfSellers’ Allocation, Buyer may, within thirty (30) calendar days after delivery of Sellers’ receipt Allocation, deliver a written notice (“Buyer’s Allocation Notice”) to the Shareholder Representative to such effect, specifying those items as to which Buyer disagrees and setting forth the Buyer’s proposed Allocation. If Buyer’s Allocation Notice is duly and timely delivered, Buyer and the Shareholder Representative shall use their reasonable best efforts to reach agreement on the disputed items or amounts, if any. If Buyer and the Shareholder Representative are unable to reach such agreement within twenty (20) days after delivery of Buyer’s proposed allocationAllocation Notice, Sellers do not deliver they shall promptly cause the Independent Accountants to resolve any remaining disagreement. Any Allocation determined pursuant to the decision of the Independent Accountants shall incorporate, reflect, and be consistent with the Allocation Principles. Sellers’ Allocation if no Buyer’s Allocation Notice is timely delivered, as adjusted pursuant to any agreement between the Shareholder Representative and Buyer written notice and/or pursuant to any resolution of the Independent Accountants (a the “Seller Allocation Objection NoticeFinal Allocation”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to on all partiesParties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer Any fees and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all expenses of the disputed items within thirty (30Independent Accountants shall be borne equally by Buyer, on the one hand, and by Sellers, on the other hand. Any payments treated as an adjustment to the Purchase Price pursuant to Section 2.3(d)(i) calendar days of Xxxxx’s receipt or Section 8.6 shall be allocated among the assets of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation Company in accordance with such allocation methodologythe Allocation Principles and the Final Allocation (and the Final Allocation shall be adjusted accordingly). Buyer The Parties shall not (and Sellers shall file all applicable cause their respective Affiliates not to) take any position in any Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent Proceeding inconsistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent Final Allocation, except to the extent otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the CodeCode (or any similar provision of state, local or foreign Law).

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax (A) For purposes among of making the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of 338 Elections, the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm Acquiror shall determine the final allocation in accordance with such allocation methodology. Buyer value of the assets of the Company and Sellers the Transferred Subsidiaries as of the Closing Date and shall file all applicable Tax Returns within one hundred and twenty (including Form 8594, any amended Tax Returns, and any claims for refund120) consistent days after the Closing Date provide the Seller with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determinationadjusted grossed-up basis” (within the meaning of Section 1313(a) the U.S. Treasury Regulations promulgated under section 338 of the Code, taking into account any relevant regulations and taking into account Notice 2010-1; 2010-2 IRB251) and its allocation to the assets of the Company and the Transferred Subsidiaries with respect to which the Section 338 Elections are made (the “Initial Allocation”). Except as set forth below, the Initial Allocation shall be binding, as applicable, upon the Acquiror and the Seller for purposes of allocating the “aggregate deemed sale price” (within the meaning of the U.S. Treasury Regulations promulgated under section 338 of the Code, taking into account any relevant proposed regulations) among the assets of the Company and the Transferred Subsidiaries for purposes of the Section 338 Elections; provided, however,that if the Seller disagrees with the Initial Allocation and the Seller notifies the Acquiror in a writing of its specific disagreements within forty five (45) days after having received the Initial Allocation, the Seller and the Acquiror agree to consult and resolve in good faith any such disputed item. In the event the parties are unable to resolve any such dispute within ten (10) Business Days (or such other period as mutually agreed by the parties) following the written notice to the Acquiror of the Seller’s objection, a mutually agreed upon independent nationally recognized accounting firm will be retained to resolve solely any issue in dispute as promptly as possible by deciding whether the valuation and related allocation of the Acquiror or the Seller is more consistent with applicable Law, and the determination of such firm shall be final with respect to such disputed issues. The Acquiror and the Seller shall then be bound by the Initial Allocation as adjusted to reflect the determination of such independent accounting firm (the “Final Allocation”) and shall bear equally all costs of the independent accounting firm.

Allocation of Purchase Price. Sellers The Parties agree that the Purchase Price and Buyer agree the amount of the Assumed Liabilities represent the amount agreed upon by the Parties to allocate amounts treated as consideration be the value of the Purchased Assets and the other obligations of the Parties for U.S. federal income tax Tax purposes, and the Purchase Price will be allocated for Tax purposes among the Purchased Assets for all purposes and the amount of the Assumed Liabilities, based on the fair market value of such assets and liabilities immediately prior to the Closing, including any allocation to any covenants entered into in connection with this Agreement (including tax the “Allocation”). Buyer shall propose the Allocation, based on the fair market value of such assets and financial accounting) liabilities immediately prior to the Closing in accordance with Section 1060 of the Code and Code. Buyer shall use its reasonable efforts to deliver the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within to Seller within ninety (90) days following of the Closing Date, Buyer will provide . Seller shall have the right to Sellers a draft of review and raise any objections in writing to the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ after the receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all partiesthereof. If Sellers timely deliver Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together negotiate in good faith to resolve the disputed items. If such dispute; provided, however, that if Seller and Buyer and Sellers are unable to resolve all of any dispute with respect to the disputed items Allocation Schedule within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as days, Buyer and Sellers may agree), then Buyer and Sellers Seller shall refer appoint by mutual agreement the disputed items for resolution to office of an accounting impartial nationally recognized firm of national reputation mutually acceptable independent certified public accountants other than (the “Independent Accountant”) to Buyer resolve the dispute. The fees and Sellers, with no existing relationship with either Buyer or Sellers and expenses of such accounting firm shall determine be borne equally by Seller and Buyer. The determination of the final allocation Independent Accountant shall be binding on all Parties. Buyer and Seller will file IRS Form 8594, and all federal, state, local and foreign tax returns, in accordance with such allocation methodology. the Allocation as determined in accordance with the foregoing, and, for all tax purposes, Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, Seller agree to report the purchase and any claims for refund) consistent sale of these rights and assets in accordance with the Allocation Schedule as determined in accordance with the foregoing and shall to take no position contrary thereto or inconsistent therewith (including therewith. [*] = Certain confidential information contained in any audits or examinations this document, marked by any taxing authority or any other proceedings) absent a contrary “determination” (within brackets, has been omitted and filed separately with the meaning of Section 1313(a) Securities and Exchange Commission pursuant to Rule 24b-2 of the Code)Securities Exchange Act of 1934, as amended.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among Within sixty (60) days following the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 final determination of the Code Closing Working Capital and the Treasury Regulations promulgated thereunder and final Purchase Price, the allocation methodology set forth in Schedule 3.3 attached hereto Buyers shall deliver to the Sellers a schedule (the “Allocation Schedule”) allocating the Purchase Price (including any Liabilities and any other amounts required to be taken into account as part of the Purchase Price for U.S. federal Income Tax purposes) first, between the Purchased Interests of the Companies in accordance with the allocation of the Base Purchase Price set forth on Schedule I, and second, with respect to each Company, among the assets of each Company. The Allocation Schedule shall be prepared in accordance with Sections 1060 and 743 of the Code, as applicable, and the Treasury Regulations thereunder (and any corresponding provisions of state and local Income Tax Laws). Within ninety If the Sellers do not notify the Buyers in writing within twenty (9020) days following the Closing Date, Buyer will provide to Sellers a draft Sellers’ receipt of the Allocation Schedule prepared in accordance with such allocation methodology. Ifthat the Sellers object to the Allocation Schedule, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller the Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation Schedule shall be final and binding upon the parties to all partiesthis Agreement. If within such twenty (20)-day period the Sellers timely deliver to Buyer a Seller Allocation Objection Noticeso notify the Buyers, then Buyer the Sellers and Sellers the Buyers shall work together negotiate in good faith to resolve the disputed itemsmatters. If Buyer the Sellers and Sellers are unable the Buyers fail to resolve all of the disputed items reach agreement despite their good faith efforts within thirty (30) calendar days of Xxxxx’s following the Buyers’ receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)Sellers’ notice of objection, then Buyer the Neutral Accounting Firm shall settle any disputed matters and the provisions of Section 1.4(e) shall apply, mutatis mutandis. The Buyers and the Sellers shall refer the disputed items for resolution agree to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine (a) be bound by the final allocation and binding Allocation Schedule established in accordance with such allocation methodology. Buyer and Sellers shall file this Section 1.5 (the “Final Allocation Schedule”), (b) act in accordance with the Final Allocation Schedule in the filing of all applicable Tax Returns (including Form 8594and in the course of any Tax audit, any amended Tax Returnsexamination or Tax litigation relating thereto, and any claims for refund(c) consistent with the Allocation Schedule and shall take no position contrary thereto and cause their Affiliates to take no position inconsistent with the Final Allocation Schedule for Tax purposes, unless otherwise required by a change in Law or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent pursuant to the good faith resolution of a contrary “determination” (within the meaning of Section 1313(a) of the Code)Tax contest.

Allocation of Purchase Price. Sellers The Seller and the Buyer agree to allocate amounts treated as consideration the aggregate Purchase Price to be paid for U.S. federal income tax purposes the Interests (including any liabilities deemed to be assumed by the Buyer) among the Purchased Assets for all purposes (including tax and financial accounting) assets of the Companies in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder thereunder. The Seller and the Buyer agree that the Buyer shall prepare and provide to the Seller a draft allocation methodology set forth in Schedule 3.3 attached hereto (of the “Allocation Schedule”). Within Purchase Price among such assets within ninety (90) days following after the Closing Date, . The Seller shall notify the Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) such draft allocation of any objections that they objection the Seller may have thereto. The Seller and the Buyer agree to resolve any disagreement with respect to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed itemsfaith. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of In addition, the Seller Allocation Objection Notice (or such later date as and the Buyer hereby undertake and Sellers agree to file timely any information that may agree), then Buyer and Sellers shall refer the disputed items for resolution be required to an accounting firm of national reputation mutually acceptable be filed pursuant to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Treasury Regulations promulgated under Section 1313(a1060(b) of the Code, and shall use the allocation determined pursuant to this Section 4.5 in connection with the preparation of IRS Form 8594 (including any amendments thereto) as such form relates to the transactions contemplated by this Agreement. Unless required to do so by applicable law, no Party shall file any Tax Return or other document or otherwise take any position that is inconsistent with the allocation determined pursuant to this Section 4.5; provided, however, that to the extent any disagreement between the Buyer and Seller with respect to such allocation of Purchase Price cannot be resolved in good faith (as provided herein), the Seller and the Buyer may file IRS Form 8594 (including any amendments thereto) with each of the Buyer and the Seller reporting differing purchase price allocations. Any adjustments to the Purchase Price shall be allocated in accordance with this Section 4.5. For the avoidance of doubt, the provisions of this Section 4.5 shall apply for Tax purposes only.

Allocation of Purchase Price. Sellers Buyer and Buyer Seller agree to allocate amounts treated as consideration for U.S. federal income tax purposes that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including tax Tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and as shown on the allocation methodology set forth in Schedule 3.3 attached hereto schedule (the “Allocation Schedule”). Within ninety A draft of the Allocation Schedule shall be prepared by Buyer consistent with Section 1060 of the Code and delivered to Seller within sixty (9060) days of the Closing Date. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule within thirty (30) days of receiving the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Xxxxx are unable to resolve any dispute with respect to the Allocation Schedule within one hundred twenty (120) days following the Closing Date, Buyer will provide to Sellers a draft such dispute shall be resolved by the Independent Accountant. The fees and expenses of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation Independent Accountant shall be final borne equally by Seller and binding to all partiesXxxxx. If Sellers timely deliver to Buyer a Buyer, Seller Allocation Objection Noticeand their respective Affiliates shall report, then Buyer act and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Internal Revenue Service Form 8594, any amended Tax Returns, ) in all respects and any claims for refund) all purposes consistent with the Allocation Schedule as well as any amendments to such Tax Returns required with respect to any adjustment to the Purchase Price. None of Buyer, Seller or any of their Affiliates shall take any position (whether in audits, Tax Returns, Tax Proceedings or otherwise) that is inconsistent with the information set forth on the Allocation Schedule, unless required to do so by applicable Law; provided, however, that (a) Buyer’s cost for the assets that it is deemed to acquire may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated and (b) that the Purchase Price and Assumed Liabilities do not include Buyer’s acquisition expenses and that Buyer will allocate such expenses appropriately. In the event that any adjustment is required to be made to the Allocation Schedule as a result of an adjustment to the Purchase Price pursuant to this Agreement, Buyer shall prepare or cause to be prepared, and shall take no position contrary thereto or inconsistent therewith (including provide to Seller, a revised Allocation Schedule reflecting such adjustment. In the event that a revised Allocation Schedule is required to be prepared, it shall be subject to review and resolution of timely raised disputes in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of same manner as the Code)initial Allocation Schedule.

Allocation of Purchase Price. Sellers For U.S. federal and Buyer agree to applicable state and local income Tax purposes, Purchaser, Sellers, and their respective Affiliates shall allocate the Purchase Price (and any Assumed Liabilities or other amounts treated as consideration part of the purchase price for U.S. federal income tax purposes Tax purposes) among the Purchased Acquired Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code methodology and the Treasury Regulations promulgated thereunder and the allocation methodology form set forth in Schedule 3.3 attached hereto 9.2 (the “Allocation ScheduleMethodology”). Within ninety (90) As soon as commercially practicable, but no later than 45 days following the Closing DateClosing, Buyer will Purchaser shall provide a proposed allocation to Sellers a draft setting forth the allocation of the Allocation Schedule prepared Purchase Price (and other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with such allocation methodology. If, within thirty the Allocation Methodology (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a the “Seller Allocation Objection NoticeAllocation”) of any objections that they have for Sellers’s review, comment and consent (such consent not to such allocationbe unreasonably withheld, Xxxxx’s proposed allocation shall be final and binding to all partiesconditioned or delayed). If Sellers timely deliver to Buyer a Seller written objection within 20 days after receipt of the draft Allocation Objection Noticeproposed by Xxxxxxxxx, then Buyer Purchaser and Sellers shall work together negotiate in good faith to resolve the disputed items. If Buyer any such objection, and, if Sellers and Sellers are unable to Purchaser cannot resolve all of the disputed items such dispute within thirty (30) calendar 20 days of XxxxxPurchaser’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)Seller’s objection, then Buyer the Parties shall be entitled to allocate the Purchase Price (and Sellers any Assumed Liabilities or other amounts treated as part of the purchase price for U.S. federal income Tax purposes) to the Acquired Assets in such manner as each independently determines is reasonable, and there shall refer be no agreed Allocation. If the disputed items for resolution to Parties agree on an accounting firm of national reputation mutually acceptable to Buyer Allocation, the Parties and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm their respective Affiliates shall determine the final allocation file all Tax Returns in accordance with such allocation methodology. Buyer Allocation (as finally determined under this Section 9.2) and Sellers shall file all applicable Tax Returns (including Form 8594, not take any amended Tax Returns, and any claims for refund) consistent Tax-related action inconsistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including Allocation, in any audits or examinations each case, unless otherwise required by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section section 1313(a) of the Tax Code).

Allocation of Purchase Price. Sellers (a) DuPont and Buyer agree that the Purchase Price and the Assumed Liabilities, to allocate amounts treated as consideration for U.S. federal income tax purposes the extent relevant, shall be allocated among the Purchased DPC Shares, the Minority Investment Interests, the Transferred DPC Joint Venture Interests, the Specified Real Property, the DPC IP, the DuPont Licensed IP, the Trademark License Agreement, the Leased Assets for all purposes (including tax acquired pursuant to the Mexican Asset Transfer, and financial accounting) the DPC Indebtedness in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “"Purchase Price Allocation"); provided, that such allocation to the Trademark License Agreement shall, if required, be treated by the parties as a pre-paid royalty for U.S. federal income tax purposes. DuPont and Buyer agree to cooperate in good faith to determine the Purchase Price Allocation Schedule”)as soon as reasonably practicable following the date hereof, but in any event, by December 31, 2012. Within ninety If the parties are unable to agree to a Purchase Price Allocation by December 31, 2012, the matters in dispute (90but only the matters in dispute) shall be submitted to the Accounting Firm. The Accounting Firm shall resolve the dispute solely on the basis of presentations by the parties and not by independent review and shall issue a written decision as to the disputed matters within fifteen (15) days following the Closing Date, Buyer will provide to Sellers a draft after submission of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have matter to such allocation, Xxxxx’s proposed allocation the Accounting Firm and its decision shall be final and binding to all on the parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then The costs of the Accounting Firm shall be borne by Buyer and Sellers DuPont equally. Any adjustments to the Purchase Price and the Assumed Liabilities shall work together be allocated in an appropriate and equitable manner consistent with the requirements of applicable Law and as mutually agreed to by DuPont and Buyer. Notwithstanding the foregoing, DuPont shall in its sole discretion exercised in good faith to resolve reasonably determine the disputed items. If Buyer and Sellers are unable to resolve all portion of the disputed items within thirty (30) calendar days Purchase Price allocable to the Leased Assets acquired pursuant to the Mexican Asset Transfer and the allocation of Xxxxx’s receipt such portion of the Seller Allocation Objection Notice Purchase Price among the Leased Assets (or such later date as Buyer and Sellers may agreedefined in the Mexican Business Lease), then Buyer which determination shall be binding upon the Buyer, provided that the allocation of Purchase Price to the Leased Assets shall be performed using assumptions and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) valuation methodologies consistent with the Allocation Schedule assumptions and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning methodologies otherwise utilized for purposes of this Section 1313(a) of the Code)2.5.

Allocation of Purchase Price. The Sellers’ Representative, the Sellers and the Buyer agree to allocate amounts that: (a) the Preliminary Purchase Price, the Final Purchase Price, the Liabilities of the Companies (plus other relevant items treated as consideration for U.S. federal income tax purposes), the Earnout Payments and all adjustments to the preceding made pursuant to the terms of this Agreement shall be allocated for all Tax purposes among the Purchased Assets for all purposes assets deemed to be sold by each of SM Holdings and SSY Holdings and (including tax and financial accountingb) this allocation shall be in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto as Exhibit D attached to this Agreement (the “Allocation ScheduleMethodology”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days after the determination of the Final Purchase Price and any Earnout Payments (or any subsequent adjustments thereto), the Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (Representative shall prepare a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final purchase price allocation in accordance with the methodology set forth on Exhibit D for review and approval by the Buyer. Following receipt thereof, Buyer shall have a period of ten (10) days to provide Seller’s Representative with a statement of any disputed items with respect to such allocation methodologyallocation. In the event Buyer provides such statement and Buyer and Sellers’ Representative are unable to reach agreement with respect to any disputed items within a period of ten days after Seller’s Representative’s receipt of such statement, all such disputed items shall be submitted to the Independent Accountant for final resolution. The allocation ultimately agreed upon by Buyer and Sellers’ Representative under this Section 2.7 shall be referred to herein as the “Purchase Price Allocation”. Neither the Sellers’ Representative, the Sellers nor the Buyer shall file take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such Purchase Price Allocation (or amended Purchase Price Allocation, if applicable) unless required to do so by Applicable Law. The Buyer and the Companies shall report the allocation of the total consideration among the Companies assets in a manner consistent with the final Purchase Price Allocation and act in accordance with the final Purchase Price Allocation in the preparation and timely filing of all applicable Tax Returns (including filing IRS Form 85948594 with their respective federal income Tax Returns for the taxable year that includes the Closing Date). The Buyer and the Sellers’ Representative agree to promptly provide the other parties with any reasonable additional information with respect to the Buyer or the Sellers, as the case may be, and reasonable assistance required to complete IRS Form 8594 or to compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated by this Agreement. Each Party will promptly inform the others of any amended Tax Returnschallenge by any Governmental Authority to any allocation made pursuant to this Section 2.7 and the Buyer and the Sellers’ Representative agree to consult with one another and to keep each other fully informed with respect to the status of, and any claims for refund) consistent discussion, proposal or submission with respect to, such challenge and, provided further, in no event will the Allocation Schedule and shall take no position contrary thereto Buyer or inconsistent therewith (including in the Companies settle or otherwise resolve any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within such challenge without the meaning of Section 1313(a) prior written consent of the Code)Sellers’ Representative, such consent not to be unreasonably withheld or delayed.

Allocation of Purchase Price. 3.6.1. For purposes of determining Buyer’s initial tax basis in the Acquired Companies immediately following the Closing and the gain recognized by Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 a result of the Code transfer of the Acquired Companies to Buyer, the Parties agree that the amount of the Enterprise Value paid to the Sellers under Sections 3.1(iii)(d) and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (e) (the “Allocation SchedulePurchase Price”)) shall be allocated 2.86% to the Offshore Blockers, 37.60% to the TE Blockers and 59.54% to the Ownership Interests held by the Taxable Sellers. Within ninety (90) days following With respect to the Closing Dateportion of the Purchase Price that is allocable to the Ownership Interests held by the Taxable Sellers, Buyer will provide to Sellers the Sellers’ Representative within sixty (60) days after the Closing Date a draft schedule that sets forth Buyer’s proposed allocation of such amount for tax purposes among Holdco’s and the Company’s assets (the “Allocation Statement”). Within thirty (30) days after the receipt of such Allocation Statement, the Sellers’ Representative will propose to Buyer any changes that it believes should be made to the Allocation Statement (and in the event no such changes are proposed in writing to Buyer within such time period, the Sellers’ Representative will be deemed to have agreed to, and accepted, the Allocation Statement). Sellers’ Representative and Buyer will make a good faith attempt to resolve any differences with respect to the Allocation Statement within fifteen (15) days after Buyer’s receipt of written notice of objection from the Sellers’ Representative. If Buyer and the Sellers’ Representative are unable to resolve their differences with respect to the Allocation Statement within such fifteen (15) day period, then any remaining disputed matters will be conclusively determined by the Arbitrator and Buyer and the Sellers’ Representative shall each be responsible for 50% of the Allocation Schedule prepared in accordance with such allocation methodologyfees paid to the Arbitrator. If, The decision of the Arbitrator shall be made within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocationafter being engaged, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocationor as soon thereafter as reasonably practicable, Xxxxx’s proposed allocation and shall be final and binding to all on the parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code).

Allocation of Purchase Price. Sellers Seller and Buyer agree to (and agree to cause their respective Affiliates to) allocate the Purchase Price, any liabilities assumed and any other amounts treated as consideration for U.S. federal income tax purposes under this Agreement among the Purchased Transferred Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 the fair market value of such Transferred Assets, as agreed upon for tax purposes, by the Code and Parties pursuant to the Treasury Regulations promulgated thereunder and the allocation methodology principles set forth in Schedule 3.3 I attached hereto (the “Allocation SchedulePrinciples”). Within ninety (90) days following For the avoidance of doubt, the foregoing sentence shall apply with respect to the allocation of the French Purchase Price among the French Assets to the extent consistent with Section 2.10. At least 3 Business Days prior to the Closing Date, Seller shall, in good faith, prepare or cause to be prepared and delivered to Buyer will provide to Sellers a draft statement (the “Estimated Allocation Statement”) setting forth its estimate of its proposed allocation of the Allocation Schedule prepared Purchase Price (and other relevant amounts) in accordance with such allocation methodology. IfSchedule I. No later than 30 days after the delivery of the Post-Closing Statement described in Section 2.8(c), within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all proposed allocation of the disputed items within thirty Purchase Price (30and other relevant amounts) calendar days of Xxxxx’s receipt as of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation Closing Date determined in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) a manner consistent with the Allocation Schedule Principles (the “Seller’s Closing Allocation”). Seller’s Closing Allocation shall set forth in reasonable detail (i) any differences from the estimates included in the Estimated Allocation Schedule, and (ii) Seller’s good faith calculations of and, as needed, rationale for, the amount allocated to each Transferred Asset, in each case, in accordance with the Accounting Principles. If Buyer disagrees with Seller’s Allocation, Buyer may, within 30 days after Buyer’s receipt of Seller’s Allocation, deliver a notice (the “Buyer’s Allocation Notice”) to Seller to such effect, specifying those items as to which Buyer disagrees and setting forth Buyer’s proposed allocation of the Purchase Price (and other relevant amounts). If the Buyer’s Allocation Notice is duly delivered, Seller and Buyer shall, during the 20 days immediately following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Purchase Price (and other relevant amounts), which allocation shall incorporate, reflect and be consistent with the Allocation Principles. If Seller and Buyer are unable to reach such agreement, they shall promptly thereafter cause the Independent Accounting Firm to resolve any remaining disputes. Any allocation of the Purchase Price (and other relevant amounts) determined pursuant to the decision of the Independent Accounting Firm shall incorporate, reflect and be consistent with the Allocation Principles. All fees and expenses relating to the work, if any, performed by the Independent Accounting Firm shall be allocated and borne by Seller, on the one hand, and Buyer, on the other hand, in the same manner as provided in Section 2.8(d). The allocation of the Purchase Price (and other relevant amounts), as prepared by Seller if no Buyer’s Allocation Notice has been given, or as adjusted pursuant to any agreement between Seller and Buyer or as determined by the Independent Accounting Firm (the “Allocation”) shall be conclusive and binding on all Parties. The Allocation shall be adjusted, as necessary, to reflect any subsequent adjustments to the Purchase Price pursuant to Section 2.8 or 7.9. Any such adjustment shall be allocated among the Transferred Assets. Seller and Buyer agree (and agree to cause their respective Affiliates) to prepare and file all relevant U.S. federal, state, local and non-U.S. Tax Returns in accordance with the Allocation. None of Seller or Buyer shall (and each shall cause its Affiliates not to) take no any position contrary thereto inconsistent with the Allocation on any Tax Return or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent Tax Proceeding, in each case, except to the extent otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the CodeCode (or any similar provision of applicable state, local or non-U.S. Law).

Allocation of Purchase Price. Sellers and Buyer agree shall deliver to allocate amounts treated as consideration for U.S. federal income tax purposes Seller at Closing a preliminary allocation among the Purchased Auctioned Assets for all purposes of the amount payable by Buyer to Seller pursuant to Section 3.1 hereof, and, as soon as practicable following the Closing (including tax but in any event within 10 Business Days following the final determination of the Closing Adjustment Amount), Buyer shall prepare and financial accounting) deliver to Seller a final allocation of the amount payable by Buyer to Seller pursuant to Section 3.1 hereof, and the post-closing adjustment pursuant to Section 3.2, among the Auctioned Assets (the "ALLOCATION"). The Allocation shall be consistent with Section 1060 of the Code and the Treasury Regulations thereunder. Seller hereby agrees to accept Buyer's Allocation unless Seller determines that such Allocation was not prepared in accordance with Section 1060 of the Code and the Treasury Regulations promulgated regulations thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”"APPLICABLE LAW"). Within ninety (90) days following the Closing DateIf Seller so determines, Buyer will provide Seller shall within 20 Business Days thereafter propose any changes necessary to Sellers a draft of cause the Allocation Schedule to be prepared in accordance with Applicable Law. Within 10 Business Days following delivery of such allocation methodology. Ifproposed changes, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (shall provide Seller with a “Seller Allocation Objection Notice”) statement of any objections that they have to such allocationproposed changes, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer together with a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve reasonably detailed explanation of the disputed itemsreasons therefor. If Buyer and Sellers Seller are unable to resolve any disputed objections within 10 Business Days thereafter, such objections shall be referred to the Accountants, whose review will be limited to whether Buyer's Allocation of such disputed items regarding the Allocation was prepared in accordance with Applicable Law. The Accountants shall be instructed to deliver to Seller and Buyer a written determination of the proper allocation of such disputed items within 20 Business Days. Such determination shall be conclusive and binding upon the parties hereto for all purposes, and the Allocation shall be so adjusted (the Allocation, including the adjustment, if any, to be referred to as the "FINAL ALLOCATION"). Fees and disbursements of the Accountants attributable to the Allocation shall be shared by Buyer and Seller on the basis of their respective percentages of the disputed items within thirty (30) calendar days which were allocated by the Accountants to the other Party hereunder. Each of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)Seller agrees to timely file Internal Revenue Service Form 8594, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer all Federal, state, local and Sellersforeign Tax Returns, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodologyFinal Allocation and to report the transactions contemplated by this Agreement for Federal Income Tax and all other tax purposes in a manner consistent with the Final Allocation. Each of Buyer and Sellers shall file all applicable Tax Returns (including Seller agrees to promptly provide the other party with any additional information and reasonable assistance required to complete Form 8594, any amended Tax Returnsor compute Taxes arising in connection with (or otherwise affected by) the transactions contemplated hereunder. Each of Buyer and Seller shall timely notify the other Party and each shall timely provide the other Party with reasonable assistance in the event of an examination, and any claims for refund) consistent with audit or other proceeding regarding the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Final Allocation.

Allocation of Purchase Price. Sellers and Buyer agree The Purchase Price, as adjusted pursuant to allocate amounts treated Section 2.4(d) (as consideration determined for U.S. federal income tax purposes purposes, including any assumed liabilities that are required to be treated as part of the Purchase Price for U.S. federal income tax purposes) shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 assets of the Code and Group Companies consistently with the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within terms of Exhibit D. Buyer shall deliver to Seller within ninety (90) days following Business Days after the Closing Date a purchase price allocation (the “Proposed Allocation”) that conforms to the principles of Exhibit D. Seller shall accept and agree to the Proposed Allocation unless Seller, acting in good faith, objects to the Proposed Allocation, in which case Seller shall, within fifteen (15) Business Days after receipt of the Proposed Allocation, deliver written notice to Buyer of such objection. Such notice shall specify in reasonable detail the items in the Proposed Allocation to which Seller objects and the basis for such objection. In the event that the parties cannot mutually agree upon a resolution with respect to such disputed items within fifteen (15) Business Days of Buyer’s receipt of such notice, such disagreement shall be treated in the same manner as a disagreement described in Section 2.4(b)(ii), shall be resolved consistently with the manner in which disputes described in Section 2.4(b)(ii) are resolved, and such resolution(s) will be reflected on the purchase price allocation. Buyer and Seller agree to (a) be bound by the purchase price allocation established in accordance with this Section 2.5 (the “Purchase Price Allocation”), (b) act in accordance with the Purchase Price Allocation in the filing of all Tax Returns (including, without limitation, filing Internal Revenue Service Form 8594 (and any supplemental or amended Form 8594) with their U.S. federal income Tax Return for the taxable year that includes the Closing Date, Buyer will provide to Sellers a draft of ) and in the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) course of any objections that they have Tax audit, Tax examination or Tax litigation relating thereto (and to cooperate in the preparation of any such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agreefilings), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refundc) consistent with the Allocation Schedule and shall take no position contrary thereto or and cause its Affiliates to take no position inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent with the Purchase Price Allocation for Tax purposes, unless otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the Code).

Allocation of Purchase Price. Sellers Buyer and Buyer Seller agree to allocate amounts treated as consideration for U.S. federal income tax purposes that the Purchase ---------------------------- Price shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) Acquired Assets, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology thereunder, as set forth in on Schedule 3.3 attached hereto (the “Allocation Schedule”"Allocation"). Within ninety Buyer shall prepare a post-Closing allocation ------------ ---------- (90"Post-Closing Allocation") days following taking into account any post-Closing adjustment to ----------------------- the Closing Date, Buyer will provide Purchase Price pursuant to Sellers a draft of Section 3.2 and consistent with the methods and ----------- allocations used in the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days following any adjustment to the Purchase Price pursuant to Section 3.2 and shall deliver such ----------- proposed Post-Closing Allocation to Seller for Seller's review and comment. If Seller does not object in writing to the proposed Post-Closing Allocation, it shall be deemed to be accepted by Seller as proposed by Buyer. If Seller objects to the Allocation, Seller shall provide Buyer written reasons for Seller's objection(s) with ten (10) days following delivery of the proposed Post-Closing Allocation. Buyer and Seller shall use their commercially reasonable efforts to agree upon such Post-Closing Allocation. If agreement cannot be reached with twenty (20) days of Sellers’ the Buyer's receipt of Buyer’s proposed allocationSeller's written objections, Sellers do not deliver Buyer written notice the parties shall resolve the disagreement in accordance with the arbitration provisions of Section 11.11 (a “Seller Allocation Objection Notice”except that an Independent Accounting Firm Partner ------------- selected pursuant to the procedures outlined in Section 3.2(b) shall determine -------------- and resolve the matter rather than an arbitrator selected pursuant to the provisions of any objections that they have Section 11.11 relating to such allocation, Xxxxx’s proposed allocation shall be final and binding to all partiesarbitrator selection). If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers Seller ------------- shall work together in good faith to resolve the disputed items. If Buyer (i) file Internal Revenue Service Form 8594 and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer federal, state and Sellers may agree)local Tax Returns, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such agreed allocation, and (ii) report the transactions contemplated by this Agreement for Tax purposes in a manner consistent with the final allocation methodologyof the Purchase Price (as the same may be adjusted) pursuant to this Section 3.3. Buyer and Sellers Seller shall file all applicable Tax Returns (including provide the other ----------- promptly with any other information reasonably required to complete Form 8594, any amended Tax Returns, and any claims for refund) consistent with . Pursuant to the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning provisions of Section 1313(a) 7.7, Buyer and Seller will notify the ----------- other in the event of an examination, audit or other proceeding regarding the agreed upon allocation of the CodePurchase Price (as the same may be adjusted).

Allocation of Purchase Price. Sellers The sum of (i) the Purchase Price (as adjusted pursuant to Section 1.2 hereof) plus (ii) Superior's liabilities, if any, and Buyer (iii) other relevant items (as specified in Treas. Reg. (S) 1.338(h)(10)-1(f)) represents the amount agreed upon by the Parties to be the aggregate consideration paid for the assets of Superior, and shall be allocated among the assets in accordance with a schedule (the "Allocation Schedule") to be agreed after the Closing Date by HDA and the Existing Shareholders. HDA shall prepare and deliver the Allocation Schedule to the Existing Shareholders for their review and approval within 45 days of the Closing, and the Existing Shareholders shall deliver to HDA any proposed adjustment thereto within 30 days of their receipt of the Allocation Schedule. If the Existing Shareholders do not deliv er to HDA proposed adjustments to the Allocation Schedule within such time, they shall be deemed to agree with the Allocation Schedule as prepared by HDA. In the event of any disagreement, HDA and the Existing Shareholders shall negotiate in good faith to allocate amounts resolve their differences. If the disagreement is not resolved by mutual agreement among the Parties within 45 days of HDA's receipt of the Existing Shareholders' proposed adjustments, such dispute will be resolved by a Big Five accounting firm, selected by mutual agreement of HDA and the Existing Shareholders. The costs of resolving such a dispute shall be borne equally by HDA and the Existing Shareholders. The Allocation Schedule shall comply with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder. Any subsequent indemnification payment treated as consideration for U.S. federal income tax purposes an adjustment to the Purchase Price shall be reflected as an adjustment to the amount set forth on the Allocation Schedule that is 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 for all purposes (including tax and financial accounting) assets of Superior acquired hereunder in accordance with Section 1060 of the Code and the Treasury Regulations regulations promulgated thereunder thereunder. HDA and the allocation methodology set forth in Schedule 3.3 attached hereto Existing Shareholders shall (i) report for all income Tax purposes the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft purchase of the Allocation Schedule prepared assets in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) manner consistent with the Allocation Schedule and shall take no position contrary thereto in a manner consistent with all applicable rules and regulations; (ii) not assert, in connection with any Tax Return, Tax audit or inconsistent therewith similar proceedings, any allocation that differs from that agreed to herein; and (including iii) notify the other in any audits or examinations by the event any taxing authority is taking or any other proceedings) absent proposing to take a contrary “determination” (within the meaning of Section 1313(a) of the Code)position inconsistent with such allocation.

Allocation of Purchase Price. Sellers The Purchase Price, the Post-Closing Payments, the payment of the Noden USA Payable pursuant to Section 2.02(d), and the covenant in Section 6.12(a) shall be allocated between Noden USA and Noden DAC (the “Consideration Allocation”). The Consideration Allocation shall be delivered by Seller to Buyer agree within thirty (30) days of finalizing the Final Closing Statement pursuant to allocate amounts treated as consideration for U.S. federal income tax purposes Section 2.06(c). The portion of the Purchase Price, Additional Quarterly Payments, Contingent Consideration, and covenant in Section 6.12(a) allocated to (i) Noden DAC shall be further allocated among the Purchased Assets for all purposes (including tax and financial accounting) assets of Noden DAC in accordance with Section 1060 of the Code and the U.S. Treasury Regulations promulgated thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate) and (ii) Noden USA shall be further allocated among the assets of Noden USA in accordance with Sections 338 and 1060 of the Code and the allocation methodology set forth in Schedule 3.3 attached hereto U.S. Treasury Regulations promulgated thereunder (and any similar provision of state, local or non-U.S. Law, as appropriate) (collectively, the “Allocation ScheduleAsset Allocation”). Within ninety (90) days following the Closing Date, The Asset Allocation shall be delivered by Seller to Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt the finalization of the Final Closing Statement pursuant to Section 2.06(c). If Buyer disagrees with Seller’s computation of the Consideration Allocation or the Asset Allocation, and notifies Seller of such disagreement in writing within thirty (30) days of Buyer’s proposed allocationreceipt thereof, Sellers do not deliver Seller and Buyer written notice shall work in good faith to resolve any disputes relating to the Consideration Allocation or Asset Allocation, as applicable. If Seller and Buyer are unable to resolve any such dispute, the matter will be submitted to an Auditor chosen in accordance with Section 2.06(c), and such Auditor shall make a final determination of the Consideration Allocation or Asset Allocation, as applicable (a “Seller in accordance with any relevant provisions of Section 2.06(c)), and such Consideration Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation or Asset Allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then upon Buyer and Sellers shall work together in good faith to resolve the disputed itemsSeller. If Buyer and Sellers are unable to resolve Seller (and their respective Affiliates) shall file all of Tax Returns consistent with the disputed items within thirty Consideration Allocation and the Asset Allocation (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date each as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation finally determined in accordance with such allocation methodology. Buyer the provisions of this Section 2.11), including IRS Forms 8883 and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, 8594 and any claims for refundsimilar forms required by applicable state and local Tax Laws; provided, however, that nothing contained herein shall prevent Buyer or Seller (or their respective Affiliates) consistent with the Allocation Schedule and shall take no position contrary thereto from settling any proposed deficiency or inconsistent therewith (including in any audits or examinations adjustment by any taxing authority based upon or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) arising out of the Code)Consideration Allocation or Asset Allocation, and none of Buyer, Seller or their respective Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any taxing authority challenging such Company Allocation or Asset Allocation.

Allocation of Purchase Price. Sellers As soon as practicable after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”), setting forth the value of the Purchased Assets which shall be used for the allocation of the Purchase Price and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes the Assumed Liabilities among the Purchased Assets for all purposes (including tax and financial accounting) in accordance the Assumed Liabilities, and which shall comply with Section 1060 of the Code and Code. Seller shall have a period of fifteen (15) Business Days after the Treasury Regulations promulgated thereunder and delivery of the Allocation Statement to present in writing to Buyer notice of any objections Seller may have to the allocation methodology set forth in Schedule 3.3 attached hereto the Allocation Statement. Unless Seller timely objects, the Allocation Statement shall be binding on the Parties without further adjustment. If Seller shall raise any objections within the fifteen (15) Business Day period, Seller and Buyer shall negotiate in good faith and use their best efforts to resolve such dispute. If the Seller and Buyer fail to agree within five (5) Business Days after the delivery of the notice of objection, then the disputed items shall be resolved by Accounting Referee (defined below). The Accounting Referee shall resolve the dispute (the “Allocation ScheduleAccounting Determination”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have having the item referred to it and such allocation, Xxxxx’s proposed allocation Accounting Determination shall be final and binding to all partieson the parties hereto. If Sellers timely deliver to Buyer a Seller Allocation Objection NoticeThe costs, then Buyer retainers, fees and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all expenses of the disputed items within thirty (30) calendar days Accounting Referee shall be borne equally by Seller and Buyer. Any payments made pursuant to Section 2.8 of Xxxxx’s receipt this Agreement shall be allocated in accordance with the determination mutually agreed by Seller and Buyer. The Parties acknowledge that the allocations pursuant to the Allocation Statement shall be binding upon the Parties for all applicable federal, state, local and foreign Tax purposes. Seller and Buyer agree to report an allocation of such Purchase Price among the Seller Purchased Assets in a manner entirely consistent with the Allocation Objection Notice (or such later date as Buyer Statement and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution agree to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation act in accordance with such allocation methodology. Buyer Allocation Statement in the preparation of financial statements and Sellers shall file filing of all applicable Tax Returns (including including, without limitation, filing Form 8594 with its federal income Tax Return for the taxable year that includes the date of the Closing) and in the course of any Tax audit, Tax review or Tax litigation relating thereto. No later than ten (10) days prior to the filing of their respective Forms 8594 relating to this transaction, the Buyer and Seller shall deliver to each other a copy of its respective Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code).

Allocation of Purchase Price. Sellers and Buyer agree Attached as Schedule 1.11 is a proposed allocation of the Purchase Price (which for purposes of this Section 1.11 includes any Liabilities required to allocate amounts be treated as consideration part of the Purchase Price for U.S. federal income tax purposes purposes) among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”), and Section 1.5. For a period of 30 days after the Treasury Regulations promulgated thereunder Adjusted Net Working Capital has become final and binding pursuant to Section 1.7, Seller and Buyer shall work together to seek an agreement on the proposed allocation. Seller and Buyer acknowledge and agree that the only changes to the proposed allocation methodology shall be those required by Earn-Out Payments and Net Working Capital adjustments, and any such amounts with respect to Earn-Out Payments and Net Working Capital ajustments (excluding imputed interest) will be treated as an increase or decrease (as the case may be) in goodwill. If Seller and Buyer are unable to reach an agreement regarding such allocation during such 30-day period (or by such other deadline as Seller and Buyer agree in writing), Buyer and Seller shall submit their disagreement to the Independent Accounting Firm to be resolved in accordance with the limitations to the changes in allocation set forth in Schedule 3.3 attached hereto the immediately preceding sentence. The final allocation, whether as prepared by Seller and not timely objected to by Buyer, as agreed by the Parties or as determined by the Independent Accounting Firm (the “Allocation ScheduleFinal Allocation”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding on all Parties. Except as required pursuant to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice“determination” within the meaning of Section 1313 of the Code (or any similar provision of state, then Buyer local or foreign Law) or as otherwise provided herein, Seller, Buyer, the Selling Person and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers their respective Affiliates shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) in a manner consistent with the Final Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any amended Tax Returns, claims for refund or audits or examinations examination by any taxing authority Governmental Body or any other proceedingsProceedings) absent on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a contrary “determination” (within Party from settling any proposed deficiency or adjustment by any Governmental Body based on the meaning of Section 1313(a) Final Allocation and no Party will be required to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation. In the event that the Final Allocation is disputed by any Governmental Body, the Party receiving the notice of the Codecontest shall provide the other Parties with prompt written notice thereof (which in any event shall be provided within 30 days of receiving notice of contest from the Governmental Body). Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall be borne 50% by Seller and 50% by Buyer. To the extent reasonably requested by any Party, subject to the foregoing, Buyer and Seller shall reasonably cooperate in the filing of any forms with respect to such allocation, including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price and the Earn-Out Payments (excluding imputed interest), if any, shall be allocated among the Assets as set forth in the Final Allocation.

Allocation of Purchase Price. As soon as reasonably practicable and in any event within thirty (30) days after the Servicing Closing Date, Sellers shall prepare and Buyer agree provide, or cause to allocate amounts treated as be prepared and provided, to Purchaser, for Purchaser’s review and approval, a proposed allocation of the Purchase Price and any other consideration to be paid to, or for U.S. federal income tax purposes the benefit of, each of the Sellers including the Assumed Liabilities (the “Allocable Purchase Price”), among the Purchased Assets for all purposes (including tax the “Proposed Allocation”). Such allocation shall be reasonable and financial accounting) shall be prepared in accordance with the principles of Section 1060 of the Code and the Treasury Regulations promulgated thereunder regulations thereunder. Purchaser will review such Proposed Allocation and, to the extent Purchaser disagrees with the content of the Proposed Allocation, Purchaser will inform the Sellers of such disagreement within thirty (30) days after receipt of such Proposed Allocation. Sellers and Purchaser will attempt in good faith to resolve any such disagreement. If Sellers and Purchaser are unable to reach an agreement on the allocation methodology set forth in Schedule 3.3 attached hereto (the “Proposed Allocation Schedule”). Within within ninety (90) days following of the Servicing Closing Date, Buyer will provide to Sellers a draft and Purchaser shall prepare separate allocations of the Allocation Schedule prepared in accordance with such allocation methodologyAllocable Purchase Price among the Assets for which Sellers and Purchaser are unable to reach agreement. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocationand only if, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) and Purchaser reach agreement on the allocation of any objections that they have to the Allocable Purchase Price among the Assets, such allocation, Xxxxx’s proposed allocation after the agreement of the parties, shall be final and binding on all parties and is herein referred to all parties. If as the “Final Allocation.” The Sellers timely deliver and Purchaser agree to, and to Buyer a Seller Allocation Objection Noticecause their respective Affiliates to, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice file Internal Revenue Service Form 8594 (or such later date as Buyer and Sellers may agreeany successor form), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer all federal, state, local and Sellersforeign Tax Returns, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodologythe Final Allocation. Buyer Neither Purchaser nor any Seller, nor any of their respective Affiliates, shall take any position on any Tax Return or audit inconsistent with the Final Allocation unless required to do so by applicable Law. Purchaser and the Sellers shall file all applicable Tax Returns (including promptly inform one another of any challenge by any Governmental Body to any allocation made pursuant to this Section 11.01(c) and agree to consult and keep one another informed with respect to the status of, 49 and any discussion, proposal or submission with respect to, such challenge. The Sellers and Purchaser each agree to provide the other promptly with any other information required to complete Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code).

Allocation of Purchase Price. Sellers The parties hereto agree that Purchaser may retain at its expense an independent appraiser to prepare appraisals of the fair market value of the tangible Assets (other than cash equivalents, accounts receivable, prepaid items and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes inventory). Purchaser shall prepare an allocation of the Purchase Price among the Purchased tangible Assets, based on the fair market values thereof, and the Software License, as defined herein, to which the parties agree that $500,000 of the Purchase Price shall be allocated, whether or not Purchaser obtains any independent appraiser to appraise the fair market value of any of the tangible Assets. Inventory will be valued on the "first-in, first-out" method of inventory valuation for purposes of such allocation. Such allocation will be made in accordance with the requirements of Section 1060 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Purchaser shall provide Company a reasonable opportunity to review and comment upon the allocation prepared by Purchaser. If Company disagrees with appraisal obtained by Purchaser, Company may retain at its expense an independent appraiser to prepare appraisals of the fair market value of the Assets for (other than cash equivalents, accounts receivable, prepaid items and inventory). If following Company's appraisals the parties are unable to agree upon the fair market value of the appraised Assets, then the appraiser appointed by Purchaser and the appraiser appointed by Company shall agree upon a third independent appraiser to appraise such Assets as to which the parties may disagree as to the fair market value, and the fair market value shall be the average of Purchaser's appraisal, Company's appraisal and the third independent appraisal. To the extent that such revised appraisal differs from the appraisal first obtained by Purchaser, the allocation of the Purchase Price will be revised accordingly. The balance of the Purchase Price, after allocation to the tangible Assets and the Software License, will be allocated to goodwill. The parties to this Agreement agree that such allocation as originally submitted by Purchaser or as revised as set forth above shall be a fair and reasonable allocation of the Purchase Price, and the parties to this Agreement shall file all purposes applicable tax returns and reports (including tax and financial accountingIRS Form 8594) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to based upon such allocation, Xxxxx’s proposed allocation and shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Noticenot take any position in any tax return or report, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)any tax proceeding or audit, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance that is inconsistent with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)allocation.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes The Purchase Price will be allocated among the Purchased Acquired Assets for all Tax purposes (including tax and financial accounting) only in accordance with Section 1060 of the Code IRC and the Treasury Regulations promulgated regulations thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Purchase Price Allocation ScheduleMethodology”). Within ninety One Hundred Eighty (90180) days following the Closing Date, Buyer will the Purchaser shall deliver to the Seller a schedule (the “Purchase Price Allocation Schedule”) allocating the Purchase Price among the Acquired Assets. The Purchase Price Allocation Schedule shall be prepared in reasonable detail and consistent with the Purchase Price Allocation Methodology. If the Seller does not provide to Sellers a draft any written comments within fifteen (15) days of receipt of the Purchase Price Allocation Schedule, then the Purchase Price Allocation Schedule prepared in accordance with such allocation methodologyas delivered by the Purchaser shall be final. If, within thirty fifteen (3015) calendar days of Sellers’ the receipt of Buyer’s proposed allocationthe Purchase Price Allocation Schedule, Sellers do not deliver Buyer the Seller provides written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocationcomments thereto, Xxxxx’s proposed allocation the Parties Neenah-Wausau Asset Purchase Agreement shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together cooperate in good faith to resolve the disputed itemstheir differences. If Buyer the Purchaser and Sellers the Seller are unable to resolve all of reach agreement regarding the disputed items Purchase Price Allocation Schedule within thirty fifteen (3015) calendar days of Xxxxxfollowing the Purchaser’s receipt of written comments from the Seller, then either the Purchaser or the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)by notice to the other submit to the Accounting Firm for determination, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with this Section 2.7, the Purchase Price Allocation Schedule. The Parties may seek to agree upon detailed terms of reference to the Accounting Firm, but the Accounting Firm shall be entitled in its absolute discretion, subject to the provisions of this Section 2.7, to settle and determine such allocation methodologydetailed terms of reference whether with or without involving the Parties. Buyer The Parties shall each have the right to make submissions regarding the Purchase Price Allocation Schedule to the Accounting Firm within such period as the Accounting Firm may specify. The Accounting Firm shall act as an expert and Sellers not as arbitrator and its decision regarding the Purchase Price Allocation Schedule shall file (in the absence of manifest error or fraud) be final and binding on the Parties. The costs of the Accounting Firm shall be paid by the Purchaser and the Seller equally unless the Accounting Firm otherwise directs having regard, without limitation, to the conduct of the Parties. Each Party shall be responsible for the costs of its submissions to the Accounting Firm. Each of the Parties will not take a position on any Tax Return, before any Governmental Body charged with the collection of any Tax, or in any Proceeding, that is in any way inconsistent with the Purchase Price Allocation Schedule and will cooperate with each other by timely filing all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the allocation set forth on the Purchase Price Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within on applicable forms with the meaning of Section 1313(a) of the Code)IRS.

Allocation of Purchase Price. Sellers and Buyer agree The Purchaser shall prepare an allocation of the Purchase Price, plus Assumed Liabilities required to allocate amounts treated as consideration for U.S. federal income tax purposes among the Purchased Assets for be allocated, all purposes (including tax and financial accounting) in accordance conformity with Section 1060 of the Code and the Treasury Regulations rules and regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation ScheduleAllocation”). Within , and shall deliver such Allocation to Seller within ninety (90) days following the Closing Dateafter Closing; provided, Buyer will provide to Sellers a draft that, for purposes of the Allocation Schedule prepared and for determining any transfer taxes assessed in accordance connection with the transfer of the Owned Real Property, the Parties agree that the fair market value of such allocation methodologyOwned Real Property is $8.0 million. IfSeller shall have a right the right to review and approve such Allocation, which approval shall not be unreasonably withheld, conditioned or delayed. If the Seller does not notify the Purchaser in writing of any dispute with respect to the Allocation within thirty ten (3010) calendar days of Sellers’ receipt of Buyer’s proposed allocationreceipt, Sellers do not deliver Buyer written notice (a “Seller such Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all partiesupon the Parties. If Sellers timely deliver the Seller provides notice of a dispute with respect to Buyer a Seller Allocation Objection Noticethe Allocation, then Buyer the procedures of Sections 3.4(b) and Sellers (c) shall work together in good faith apply. Any adjustment to resolve the disputed items. If Buyer and Sellers are unable Purchase Price pursuant to resolve all Section 3.4 shall be allocated pursuant to Section 1060 of the disputed items within Code. Within thirty (30) calendar days of Xxxxx’s receipt after the Messaging Subsidiary Closing, the Allocation shall be amended to reflect the purchase and sale of the Transferred Assets and/or capital stock or equity interests of the Messaging Subsidiaries in conformity with Section 1060 of the Code and the rules and regulations promulgated thereunder; provided, that, the Seller shall be provided with the same review and approval rights of such amended Allocation Objection Notice (or as were provided with respect to the initial Allocation; provided, further, that the Parties agree that the amounts allocated to the Transferred Assets of a Selling Subsidiary shall not exceed the tax net book value of such later date as Buyer Transferred Assets, provided that the tax net book value of such Transferred Assets does not violate applicable Law. The Purchaser and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers Seller shall file all applicable their Tax Returns (including IRS Form 8594) on the basis of such allocation, any amended Tax Returnsas it may be amended, and any claims for refund) consistent neither Party shall thereafter take a Tax Return position inconsistent with such allocation unless such inconsistent position shall arise out of or through an audit or other inquiry or examination by the Allocation Schedule and shall take no position contrary thereto Internal Revenue Service or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Governmental Entity.

Allocation of Purchase Price. Sellers No later than 45 days after the close of the calendar year in which Closing shall take place, Seller and Buyer may allocate the Purchase Price among the Assets in accordance with their relative fair market values based upon an appraisal to be obtained by Buyer; provided that the gross fair market value of the Assets comprising a particular Station with respect to which the rights to acquire were assigned to a Permitted Assignee shall be an amount equal to that portion of the Purchase Price funded by such Permitted Assignee; and provided further the gross fair market value of the Assets comprising each of the other Stations acquired by Sunburst Media, LP shall be an amount as determined in good faith by the Buyer. If either (i) Buyer shall not obtain such appraisal or (ii) if Buyer shall obtain such appraisal, but the Seller and the Buyer fail to agree to allocate the Purchase Price in accordance with such appraisal, then Seller and Buyer shall allocate the Purchase Price, on a Station by Station basis, in accordance with the following: first, an amount equal to the replacement cost for the tangible assets shall be allocated to the tangible assets; second, in the case of Subject Real Property, the amount of coverage for title insurance or title opinion purposes as specified on Schedule 1(d); third, $25,000 shall be allocated to goodwill; and fourth, the balance shall be allocated to the Station Licenses and other intangible assets. Seller and Buyer agree to allocate amounts treated report the allocation of the Purchase Price, as consideration for U.S. federal income tax purposes among the Purchased Assets for all purposes (including tax and financial accounting) determined in accordance with the foregoing, for purposes of Section 1060 of the Internal Revenue Code of 1986 and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)tax purposes.

Allocation of Purchase Price. Sellers (a) Not later than 120 days after the Subsequent Closing Date (or if this Agreement is terminated after the Initial Closing Date but prior to the Subsequent Closing Date, not later than 120 days thereafter), Buyer shall provide to Seller (and, when applicable, Primestar) copies of Form 8594 and any required exhibits thereto (the "Asset Acquisition Statement") with Buyer's proposed allocation of the purchase price paid by Buyer agree with respect to allocate amounts treated the Transferred Assets. Within 20 days after the receipt of such Asset Acquisition Statement, Seller (and, when applicable, Primestar) shall propose to Buyer any changes to such Asset Acquisition Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Thereafter, Buyer shall provide to Seller (and, when applicable, Primestar) from time to time revised copies of the Asset Acquisition Statement (the "Revised Statements") so as consideration for U.S. federal income tax purposes among to report any matters on the Purchased Assets for all purposes Asset Acquisition Statement that need updating (including tax purchase price adjustments, if any). Within 20 days after the receipt of any Revised Statement, Seller (and, when applicable, Primestar) shall propose to Buyer any changes to such Revised Statement or shall indicate its concurrence therewith, which concurrence shall not be unreasonably withheld. Seller's (or Primestar's) failure to notify Buyer of any objection to the Asset Acquisition Statement or a Revised Statement within 20 days after the delivery thereof shall constitute Seller's (or Primestar's) concurrence therewith. Subject to and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (903.2(b) days following the Closing Datebelow, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. Ifand Seller (and, within thirty (30when applicable, Primestar) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together endeavor in good faith to resolve any differences with respect to the disputed itemsAsset Acquisition Statement or any Revised Statements within 20 days after Buyer's receipt of notice of objections or suggested changes from Seller (and, when applicable, Primestar). If The costs of preparing the Asset Acquisition Statement and any supporting materials (including any appraisals) shall be borne equally by Buyer and Sellers are unable to resolve all of the disputed items within thirty Seller (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree)and, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellerswhen applicable, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the CodePrimestar).

Allocation of Purchase Price. Sellers Within 90 days after the date described in Section 1.9(d), the Buyer will prepare and Buyer agree deliver to allocate amounts WSG a draft schedule allocating the Purchase Price (as may be increased or decreased pursuant to the terms of this Agreement) and the Assumed Liabilities (plus any other relevant items treated as consideration an amount received by the Sellers hereunder for U.S. federal income tax purposes Tax purposes) among the Purchased Assets and the restrictive covenants in Section 5.3 for all purposes (including tax Tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) WSG shall, within 15 days following of receipt of the Closing DateBuyer’s draft Allocation Schedule, notify the Buyer will provide to Sellers a in writing if WSG disagrees with such draft of Allocation Schedule, and if WSG does not so notify the Buyer in writing within such 15-day period, the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all partieson the Parties. If Sellers WSG timely deliver notifies the Buyer in writing (pursuant to Buyer a Seller the immediately preceding sentence) that WSG objects to one or more items reflected in the draft Allocation Objection NoticeSchedule, then the Buyer and Sellers WSG shall work together negotiate in good faith to resolve the disputed itemssuch objection. If the Buyer and Sellers are unable to WSG resolve all of the disputed items within thirty (30) calendar 15 days of Xxxxx’s receipt WSG notifying the Buyer of the Seller dispute in writing pursuant to this Section 1.10, then the Allocation Objection Notice (or Schedule shall be revised to reflect such later date resolution, and as so revised shall become final. In the event that the Buyer and Sellers may agree)WSG are unable to resolve such dispute within 15 days of WSG notifying the Buyer of the dispute in writing pursuant to this Section 1.10, then each of the Buyer and WSG shall allocate the Purchase Price (as may be increased or decreased pursuant to the terms of this Agreement) and the Assumed Liabilities (plus any other relevant items treated as an amount received by the Sellers shall refer hereunder for income Tax purposes) among the disputed items Purchased Assets and the restrictive covenants in Section 5.3 for resolution to an accounting firm of national reputation mutually acceptable to Buyer all purposes (including Tax and Sellersfinancial accounting) in its books, with no existing relationship with either Buyer or Sellers records, filings and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, if applicable) in accordance with its own determinations made in its sole discretion and no Party shall have any amended obligation or right of claim to the other Party with respect to such allocation and reporting. Any Allocation Schedule agreed between the Buyer and WSG pursuant to this Section 1.10 shall be binding upon the Buyer and WSG and their respective Affiliates and in such instance the Parties shall prepare all books and records and file all Tax ReturnsReturns (including Form 8594, and any claims for refundif required) in a manner consistent with the Allocation Schedule as so agreed between the Buyer and shall take no position contrary thereto or inconsistent therewith WSG. Any adjustments to the Purchase Price pursuant to this Agreement (including in any audits or examinations by any taxing authority or any other proceedingsincluding, for avoidance of doubt, pursuant to Section 1.13) absent a contrary “determination” (within the meaning of Section 1313(a) after delivery of the Code)initial Allocation Schedule shall be reflected in amendments to the Allocation Schedule made in a manner consistent with Treasury Regulation Section 1.1060-1 and the procedures set forth in this Section 1.10.

Allocation of Purchase Price. (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and Buyer agree (ii) the amount allocated to allocate amounts treated as consideration for U.S. federal income tax purposes the Acquired Assets sold by each such Seller shall be further allocated among the Purchased such Acquired Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation ScheduleAllocation”). Within ninety The Allocation shall be delivered by Buyer to Sellers within sixty (9060) days following after the Closing DateClosing. Sellers’ Representative, Buyer on behalf of Sellers, will provide have the right to Sellers a draft of raise reasonable objections to the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of after Buyer’s delivery thereof, in which event Buyer and Sellers’ receipt Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer’s proposed allocation, on the one hand, and Sellers, on the other hand. The fees, costs and expenses of the Neutral Accountant (i) shall be borne by Buyer in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by Buyer (as finally determined by the Neutral Accountant) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by Sellers do not deliver in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by Buyer written notice (a “Seller as finally determined by the Neutral Accountant) bears to the aggregate dollar amount of all such items so submitted. The decision of the Neutral Accountant in respect of the Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to upon Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including including, but not limited to, Internal Revenue Service Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and absent a change in Law; provided, however, that nothing contained herein shall take no position contrary thereto prevent Buyer or inconsistent therewith (including in any audits Seller from settling any proposed deficiency or examinations adjustment by any taxing authority Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other proceedings) absent a contrary “determination” (within provisions of this Agreement, the meaning of Section 1313(a) of foregoing agreement shall survive the Code)Closing Date without limitation.

Allocation of Purchase Price. Sellers As promptly as practicable, but in no event later than 60 days following the determination of the Final Purchase Price, Purchaser shall prepare and Buyer agree deliver to allocate amounts treated as consideration for U.S. federal income tax purposes Seller a statement allocating the Final Purchase Price and Assumed Liabilities (and all other capitalized costs) among the Purchased Assets for all purposes (including tax and financial accounting) the “Allocation Statement”), in accordance with Section 1060 of the Code Code, the regulations promulgated thereunder, and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in on Schedule 3.3 attached hereto (the “5.13. The Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer Statement will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be become final and binding 30 days after Purchaser provides the Allocation Statement to all partiesSeller, unless Seller objects in good faith that the Allocation Statement is unreasonable. If Sellers timely deliver to Buyer a Seller Allocation Objection NoticeIn that case, then Buyer and Sellers shall work together the parties will attempt in good faith to resolve agree upon the disputed itemsAllocation Statement. If Buyer and Sellers are unable to resolve all Neither Party, nor any of the disputed items within thirty their respective Affiliates, shall take any position (30whether in financial statements, audits, Tax Returns or otherwise) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, which is inconsistent with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594Allocation Statement, any amended Tax Returnsas determined pursuant to this Section 5.13, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent except as otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the Code). If the parties cannot agree on the Allocation Statement within 30 days after Purchaser delivers any objection, then (i) Purchaser and Seller may each use a different purchase price allocation, provided that it must be consistent with Schedule 5.13, (ii) each of Purchaser and Seller shall use (and cause its Affiliates to use) their respective purchase price allocation in connection with the preparation and filing of all Tax Returns, and (iii) provided that the allocation is consistent with Schedule 5.13, Purchaser shall have no Liability to Seller, and Seller shall have no Liability to Purchaser, for any additional Taxes that may be imposed by any Governmental Authority to the extent that such Tax arises solely as a result of the inconsistencies between the separately used purchase price allocations. The foregoing notwithstanding, on the Closing Date the Seller shall pay the deed tax/transfer tax payable in connection with the delivery and recording of the deeds transferring each parcel of Acquired Real Property utilizing the most recently available appraised value of each such parcel utilized by the States of Minnesota or Iowa, as applicable, as the consideration for the transfer of that parcel. This valuation is for convenience of the parties only and shall have no impact upon the allocation of the Final Purchase Price to each such parcel. If the allocation of the Final Purchase Price to any such parcel is greater than the applicable tax appraised value utilized to calculate the deed tax/transfer tax, then Seller shall pay all amounts of deed tax/transfer tax due and payable based upon such increased consideration for such parcel of the Acquired Real Property within five (5) Business Days after the Allocation Statement becomes final and binding.

Allocation of Purchase Price. Sellers For U.S. federal and Buyer agree to applicable state and local and foreign income Tax purposes, Purchaser, Sellers, and their respective Affiliates shall allocate the Purchase Price (and any Assumed Liabilities or other amounts treated as consideration part of the purchase price for U.S. federal income tax purposes Tax purposes) among the Purchased Acquired Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 the fair market value of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto Acquired Assets (the “Allocation ScheduleMethodology”). Within ninety As soon as commercially practicable, but no later than thirty (9030) days following the Closing Datedetermination of the final Purchase Price, Buyer will Purchaser shall provide a proposed allocation to Sellers a draft setting forth the allocation of the Allocation Schedule prepared Purchase Price (and other amounts treated as part of the purchase price for U.S. federal income Tax purposes) among the Acquired Assets in accordance with the Allocation Methodology (the “Allocation”) subject to Sellers’ review and approval (such allocation methodologyapproval not to be unreasonably delayed, conditioned or withheld). IfPurchaser shall either: (i) incorporate any changes reasonably requested by Sellers with respect to such Allocation; provided that Sellers’ requested Allocation is acceptable to Purchaser; or (ii) within fifteen (15) days after Purchaser’s receipt of Sellers’ requested changes to the Allocation, provide written notice to Sellers that Purchaser objects to Sellers requested Allocation changes (the “Allocation Objection Notice”). If Purchaser timely delivers an Allocation Objection Notice to Sellers or alternatively, if Sellers deliver a written objection within thirty (30) calendar days after receipt of the draft Allocation proposed by Purchaser, then Purchaser and Sellers shall negotiate in good faith to resolve any such objection, and, if Sellers and Purchaser cannot resolve such dispute within thirty (30) days of Purchaser’s receipt of Sellers’ receipt objection, then a recognized industrial real estate brokerage firm specializing in trucking real estate mutually acceptable to Purchaser and Sellers shall resolve such dispute, with the costs of Buyer’s proposed allocationsuch resolution to be evenly split by Purchaser, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) on the one hand, and Sellers, on the other hand, and the resolution of any objections that they have to such allocation, Xxxxx’s proposed allocation dispute shall be final and binding to on the Parties. The Parties and their respective Affiliates shall file all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation Tax Returns in accordance with such allocation methodology. Buyer Allocation (as finally determined under this Section 9.2) and Sellers shall file all applicable not take any Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent related action inconsistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including Allocation, in any audits or examinations each case, unless otherwise required by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section section 1313(a) of the Code)Tax Code and other applicable Law.

Allocation of Purchase Price. Sellers Within 90 days after the determination of the Final Working Capital Ratio, Final Closing Date Debt, Final Closing Date Transaction Expenses and Buyer agree Final Closing Date Cash, the Purchaser shall prepare and deliver to allocate amounts treated as consideration the Sellers’ Representative a proposed allocation of the Purchase Price (and other relevant items for U.S. federal income tax purposes and applicable state Income Tax purposes) among the Purchased Assets for all purposes (including tax assets of the Company and financial accounting) the Subsidiaries in accordance a manner consistent with Section 1060 Sections 1060, 751 and 755 of the Code (and applicable Regulations) and Schedule 6.4(g), which sets forth the Treasury Regulations promulgated thereunder and mutually agreed allocation methodologies that shall be used to determine the final Purchase Price allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation SchedulePurchase Price Allocation”). Within ninety (90) days If the Sellers’ Representative fails to deliver a written notice of objection to the Purchaser within the 20 Business Day period following the Closing Date, Buyer will provide to Sellers a draft delivery of the Purchase Price Allocation, the Sellers shall be deemed to have accepted the Purchase Price Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of proposed by the Purchaser to the Sellers’ receipt of Buyer’s proposed allocationRepresentative, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation which shall be final and binding on the Purchaser and the Sellers for purposes of their Tax Returns. If, however, the Sellers’ Representative delivers a written notice of objection to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Noticethe Purchaser within such 20 Business Day period, then Buyer the Sellers’ Representative and Sellers the Purchaser shall work together endeavor in good faith to resolve any disputed items within 15 Business Days after the disputed itemsdate of the Purchaser’s receipt of the Sellers’ Representative’s written notice of objection (or such longer period of time as may be mutually agreed to by the Purchaser and the Sellers’ Representative). If Buyer the Sellers’ Representative and Sellers the Purchaser are unable to resolve the disputed items, the Sellers’ Representative and the Purchaser shall submit the dispute to the Independent Accountant to resolve all items remaining in dispute and the fees and expenses of the disputed Independent Accountant shall be allocated between the Purchaser and the Sellers in the manner provided for by Section 2.5(a). The Purchaser and the Sellers’ Representative shall use commercially reasonable efforts to provide to the Independent Accountant, on a timely basis, all back-up materials relating to the unresolved disputes requested by the Independent Accountant to the extent available to the Purchaser or its Representatives or the Sellers’ Representative and its Representatives. The Independent Accountant, in undertaking the tasks to be performed by it as provided herein, shall act as an expert and not as an arbitrator. The Purchaser and the Sellers’ Representative may present to the Independent Accountant any material related to the unresolved disputes (provided that copies of such material shall be provided to the other party) and discuss the issues in question with the Independent Accountant (provided that both Parties participate in such discussions, so that no “ex-parte” communications take place with the Independent Accountant). In conjunction with resolving any items in dispute between the Purchaser and the Sellers’ Representative, within thirty (30) calendar 30 days of Xxxxx’s receipt engagement of the Seller Independent Accountant, the Independent Accountant shall prepare and deliver to the Purchaser and the Sellers’ Representative a Purchase Price Allocation Objection Notice (or such later date as Buyer reflecting its resolution of all issues in dispute. The determination by the Independent Accountant shall be final, binding and Sellers may agree), then Buyer and Sellers conclusive on the Parties. The Parties shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine use the final allocation in accordance with such allocation methodology. Buyer Purchase Price Allocation to prepare and Sellers shall file all applicable IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other federal, state, local or foreign Tax Returns (including Form 8594, any amended Tax Returns, for purposes of reporting gain from the sale of the Purchased Interests under Sections 741 and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) 751 of the Code).. No Party shall take any inconsistent position with the final Purchase Price Allocation, unless otherwise required by applicable Law. The Parties shall use commercially reasonable efforts to cooperate in preparing, executing and filing with the IRS and any other state, local or foreign tax authorities all necessary information returns required to be filed with respect to the transactions contemplated by this Agreement. 42

Allocation of Purchase Price. Sellers Buyer and Buyer Seller shall use their good faith best efforts to agree to allocate amounts treated as consideration for U.S. federal income tax purposes upon an allocation among the Purchased Acquired Assets for all purposes (including tax of the sum of the Purchase Price and financial accounting) in accordance the Assumed Liabilities consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto within sixty (the “Allocation Schedule”). Within ninety (9060) days following after the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice Date (or such later date as the Parties may mutually agree). Buyer and Sellers Seller may agree)jointly agree to obtain the services of an independent engineer or appraiser (the "Independent Appraiser") to assist the Parties in determining the fair value of the Acquired Assets solely for purposes of such allocation under this Section 2.7. If such an appraisal is made, then both Buyer and Sellers Seller agree to accept the Independent Appraiser’s determination of the fair value of the Acquired Assets. The cost of the appraisal shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to be borne equally by Buyer and SellersSeller. Each of Buyer and Seller agrees to file Internal Revenue Service Form 8594 ("Form 8594") and all federal, with no existing relationship with either Buyer or Sellers state, local and such accounting firm shall determine the final allocation foreign Tax Returns in accordance with such agreed allocation methodology(giving effect to mutually-agreed upon adjustments as a result of adjustments to the Closing Purchase Price pursuant to Section 2.6). Each of Buyer and Sellers Seller shall file report the transactions contemplated by this Agreement and the Ancillary Agreements for federal Income Tax and all applicable other Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) purposes in a manner consistent with the Allocation Schedule allocation, if agreed-upon or determined by the Independent Appraiser in each case pursuant to this Section 2.7. Each of Buyer and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or Seller agrees to provide the other promptly with any other proceedings) absent a contrary “determination” (within information required to complete Form 8594. Each of Buyer and Seller shall notify and provide the meaning other with reasonable assistance in the event of Section 1313(a) an examination, audit or other proceeding regarding the agreed upon allocation of the Code)Purchase Price.

Allocation of Purchase Price. Sellers Within 90 days after the determination of the Final Working Capital Ratio, Final Closing Date Debt, Final Closing Date Transaction Expenses and Buyer agree Final Closing Date Cash, the Purchaser shall prepare and deliver to allocate amounts treated as consideration the Sellers’ Representative a proposed allocation of the Purchase Price (and other relevant items for U.S. federal income tax purposes and applicable state Income Tax purposes) among the Purchased Assets for all purposes (including tax assets of the Company and financial accounting) the Subsidiaries in accordance a manner consistent with Section 1060 Sections 1060, 751 and 755 of the Code (and applicable Regulations) and Schedule 6.4(g), which sets forth the Treasury Regulations promulgated thereunder and mutually agreed allocation methodologies that shall be used to determine the final Purchase Price allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation SchedulePurchase Price Allocation”). Within ninety (90) days If the Sellers’ Representative fails to deliver a written notice of objection to the Purchaser within the 20 Business Day period following the Closing Date, Buyer will provide to Sellers a draft delivery of the Purchase Price Allocation, the Sellers shall be deemed to have accepted the Purchase Price Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of proposed by the Purchaser to the Sellers’ receipt of Buyer’s proposed allocationRepresentative, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation which shall be final and binding on the Purchaser and the Sellers for purposes of their Tax Returns. If, however, the Sellers’ Representative delivers a written notice of objection to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Noticethe Purchaser within such 20 Business Day period, then Buyer the Sellers’ Representative and Sellers the Purchaser shall work together endeavor in good faith to resolve any disputed items within 15 Business Days after the disputed itemsdate of the Purchaser’s receipt of the Sellers’ Representative’s written notice of objection (or such longer period of time as may be mutually agreed to by the Purchaser and the Sellers’ Representative). If Buyer the Sellers’ Representative and Sellers the Purchaser are unable to resolve the disputed items, the Sellers’ Representative and the Purchaser shall submit the dispute to the Independent Accountant to resolve all items remaining in dispute and the fees and expenses of the disputed Independent Accountant shall be allocated between the Purchaser and the Sellers in the manner provided for by Section 2.5(a). The Purchaser and the Sellers’ Representative shall use commercially reasonable efforts to provide to the Independent Accountant, on a timely basis, all back-up materials relating to the unresolved disputes requested by the Independent Accountant to the extent available to the Purchaser or its Representatives or the Sellers’ Representative and its Representatives. The Independent Accountant, in undertaking the tasks to be performed by it as provided herein, shall act as an expert and not as an arbitrator. The Purchaser and the Sellers’ Representative may present to the Independent Accountant any material related to the unresolved disputes (provided that copies of such material shall be provided to the other party) and discuss the issues in question with the Independent Accountant (provided that both Parties participate in such discussions, so that no “ex-parte” communications take place with the Independent Accountant). In conjunction with resolving any items in dispute between the Purchaser and the Sellers’ Representative, within thirty (30) calendar 30 days of Xxxxx’s receipt engagement of the Seller Independent Accountant, the Independent Accountant shall prepare and deliver to the Purchaser and the Sellers’ Representative a Purchase Price Allocation Objection Notice (or such later date as Buyer reflecting its resolution of all issues in dispute. The determination by the Independent Accountant shall be final, binding and Sellers may agree), then Buyer and Sellers conclusive on the Parties. The Parties shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine use the final allocation in accordance with such allocation methodology. Buyer Purchase Price Allocation to prepare and Sellers shall file all applicable IRS Form 8594 “Asset Acquisition Statement Under Section 1060” and any other federal, state, local or foreign Tax Returns (including Form 8594, any amended Tax Returns, for purposes of reporting gain from the sale of the Purchased Interests under Sections 741 and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) 751 of the Code). No Party shall take any inconsistent position with the final Purchase Price Allocation, unless otherwise required by applicable Law. The Parties shall use commercially reasonable efforts to cooperate in preparing, executing and filing with the IRS and any other state, local or foreign tax authorities all necessary information returns required to be filed with respect to the transactions contemplated by this Agreement.

Allocation of Purchase Price. Sellers In connection with the Section 338(h)(10) Election, Buyer and Buyer agree to allocate amounts treated Seller shall cooperate as consideration provided herein in determining the modified ADSP (as such term is defined in Treasury Regulations Section 1.338(h)(10)-1) of the assets of the Company and the allocation of the modified ADSP for U.S. federal income tax purposes among of Section 338(a)(1) of the Purchased Assets for all purposes (including tax and financial accounting) Code in accordance with Section 1060 of the Code and the all applicable Treasury Regulations promulgated thereunder under Section 338 of the Code. Buyer initially shall determine such modified ADSP and allocation of the modified ADSP and shall notify Seller in writing of the price and allocation methodology set forth in Schedule 3.3 attached hereto so determined (the “Allocation Schedule”). Within ninety (90"Buyer's Deemed Sales Price Notice) within 120 days following after the Closing Date, Buyer will provide . Seller shall be deemed to Sellers a draft of the Allocation Schedule prepared in accordance with have accepted such allocation methodology. Ifdetermination unless, within thirty (30) calendar 30 days of Sellers’ after receipt of Buyer’s 's Deemed Sales Price Notice, Seller notifies Buyer in writing of (i) the amount that Seller proposes as the deemed sales price (if it differs from that proposed allocationby Buyer), Sellers (ii) the allocation of the deemed sales prices proposed by Seller and (iii) the reasons for Seller's allocations. If Seller provides such notice to Buyer, the parties shall proceed in good faith to determine mutually the matters in dispute and, if they are unable to do not deliver so within 30 days, the matter shall be referred to a nationally recognized independent accounting firm chosen and mutually acceptable to both Buyer written notice and Seller (a “Seller Allocation Objection Notice”the "Accountants) who shall within 30 days decide the matter. The decision of any objections that they have to such allocation, Xxxxx’s proposed allocation the Accountants shall be final and binding to all bind both parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then The Accountants' fees shall be shared equally by Buyer and Sellers Seller. Neither Buyer nor Seller shall work together in good faith take, nor shall they permit any affiliated corporation (including, without limitation, the Company and its Subsidiaries) to resolve take, any position for Tax purposes that is inconsistent with the disputed items. If Buyer deemed sales price and Sellers are unable to resolve all allocation as finally determined hereunder; provided, however, that the deemed purchase price of the disputed assets shall differ from the deemed sales price to the extent necessary to reflect the inclusion in the total deemed purchase price of items within thirty (30for example, Buyer's capitalized acquisition costs in addition to the Purchase Price) calendar days of Xxxxx’s receipt of not included in the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)total deemed sales price.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts Schedule 2.07 sets forth the allocation of the Preliminary Purchase Price (together with Liabilities treated as consideration assumed by Buyer for U.S. federal income tax purposes and other capitalized costs) among the Purchased Assets Participations Intercompany Loan, each of the IPG Transferred Entities, the Licensed Intellectual Property and the covenant contained in Section 5.13, which has been mutually agreed by Parent and Buyer (the “Initial Allocation Statement”). Within thirty (30) days of the date of this Agreement, but not later than thirty (30) days before the expected Closing Date, Parent shall provide to Buyer a proposed further allocation on Schedule 2.07-A of the relevant portion of the Purchase Price attributable to SPG Netherlands Holdings C.V. and Signode International Holdings LLC among their respective Subsidiaries, as well as a specific allocation to each of the German Equity Interests, which further allocation shall be mutually agreed by Parent and Buyer. Within thirty (30) days after the final determination of the Purchase Price pursuant to the terms of this Agreement, Parent shall deliver to Buyer an allocation of the final Purchase Price (together with Liabilities treated as assumed by Buyer for all federal income tax purposes and other capitalized costs) based on the same principles, methods and percentages used in determining the Initial Allocation Statement (including tax the “Final Allocation Statement”). Concurrent with the delivery of the Final Allocation Statement, Parent shall also deliver an initial allocation of the Final Purchase Price attributable to the assets of Premark Packaging LLC (“Premark”) and financial accounting) its Subsidiaries, in accordance with Section 1060 of the Code (the “Asset Allocation”). Parent and Buyer shall cooperate and negotiate in good faith to agree on the final determination of the Final Allocation Statement and Asset Allocation within sixty (60) days thereafter. If, after sixty (60) days, Parent and Buyer cannot agree on the final determination of the Final Allocation Statement or Asset Allocation, any dispute or objection remaining unresolved shall be submitted to the Independent Firm for resolution and the Treasury Regulations promulgated thereunder decision of the Independent Firm shall be final, conclusive and binding on the allocation parties hereto. All costs and expenses of the Independent Firm shall be allocated based on the methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90Section 2.06(e) days following the Closing Date, Buyer will provide as it applies to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocation, Sellers do not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation determined by the Independent Firm. Parent and Buyer agree that the Final Allocation Statement shall reflect the fair market value of the Participations Intercompany Loan, each of the IPG Transferred Entities, and each of the German Equity Interests. After the Closing, the Parties and their respective Affiliates will consistently use the allocations set forth in accordance the Final Allocation Statement and the final Asset Allocation, in each case, as finally determined pursuant to this Section 2.07, for federal, state, local and other Tax purposes, including for any Tax Returns and any forms or reports required to be filed pursuant to Section 1060 of the Code (including Internal Revenue Service Form 8594), or any comparable provision of state, local or foreign Law, and in any administrative or judicial proceeding relating to Taxes, and such Parties agree that none of them will assert or maintain a position inconsistent with such allocation methodologythe foregoing, except as may be otherwise required by applicable Law. Unless otherwise agreed by Parent and Buyer, any subsequent adjustment to the Final Purchase Price will be allocated based on the same principles, methods and percentages used in determining the Final Allocation Statement and the final Asset Allocation, in each case, as finally determined pursuant to this Section 2.07. Buyer shall timely and Sellers shall promptly prepare, execute, file and deliver all applicable Tax Returns (including Form 8594such documents, any amended Tax Returnsforms, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including other information as Parent may reasonably request in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)preparing such allocation.

Allocation of Purchase Price. Sellers The Final Purchase Price and Buyer agree the amount of the Assumed Liabilities (to allocate amounts treated as consideration the extent they constitute part of the amount realized by the Seller for U.S. federal income tax purposes purposes) shall be allocated among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with this Section 9.7 with $300,000 allocated to the non-competition agreement set forth in Section 9.10. The Buyer initially shall determine the allocation and notify the Seller in writing of such allocation (“Buyer’s Allocation Notice”), within 150 days after the Closing Date. The Seller shall be deemed to have accepted the allocation set forth in the Buyer’s Allocation Notice unless, within 30 days after the date of delivery of the Buyer’s Allocation Notice, the Seller notifies the Buyer in writing of (i) each amount set forth in the Buyer’s Allocation Notice with which the Seller disagrees and (ii) for each such amount, the amount that the Seller proposes as the appropriate amount. If the Seller timely provides such notification to the Buyer, the parties shall apply the principles of Section 2.3(c) to resolve any disputed amounts. In all events and notwithstanding any other provision hereof, the parties agree that (i) the amount allocated to inventory shall equal the current cost paid by the Buyer for substantially identical items purchased in substantially identical quantities from the Buyer’s suppliers in the ordinary course of business, as determined by the Buyer for financial accounting purposes; (ii) the amount allocated to tangible personal property (other than inventory or items of fully depreciated or expensed property) shall be such property’s net book value as of the Closing Date; and (iii) the amount allocated to any fully depreciated or expensed tangible personal property may not exceed ten percent (10%) of such property’s original cost to the Seller, unless such amount is supported by an appraisal obtained by the Buyer. The allocation made pursuant to this Section 9.7 is intended to comply with the allocation method required by Section 1060 of the Code Code, and the Treasury Regulations promulgated thereunder parties shall cooperate to comply with all procedural requirements of Section 1060 and the regulations thereunder. The Buyer and the Seller agree that they will not take nor will they permit any affiliated person to take, for income tax purposes, any position inconsistent with the allocation methodology set forth in Schedule 3.3 attached hereto (made pursuant to this Section9.7; provided, however, that the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocationcost for the Purchased Assets may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, Sellers do capitalized acquisition costs) not deliver Buyer written notice (a “Seller Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together included in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)total amount so allocated.

Allocation of Purchase Price. The parties agree that within ninety (90) days of the final determination of the True Up Amount, Buyer shall deliver to Sellers and Buyer agree to allocate amounts treated as consideration for U.S. federal income tax purposes a schedule (the "Allocation Schedule") allocating the Purchase Price among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section section 1060 of the Code and the Treasury Regulations promulgated thereunder methodologies set forth on Exhibit C hereto provided that such Allocation Schedule shall be subject to adjustment after the end of each taxable period during which payments are made under this Agreement to reflect the final Purchase Price and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Date, Buyer will provide to Sellers deliver a draft of the revised Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days of Sellers’ the end of each period. If within fifteen (15) days after receipt of Buyer’s proposed allocationthe applicable Allocation Schedule, Sellers do not deliver Buyer written provide notice (a “Seller as set forth in the following sentence, such Allocation Objection Notice”) of any objections that they have to such allocation, Xxxxx’s proposed allocation Schedule shall be final and binding to all on the parties. If within fifteen (15) days after receipt of the applicable Allocation Schedule, Sellers timely deliver notify Buyer in writing that Sellers object to Buyer a Seller one or more items reflected on such Allocation Objection NoticeSchedule, then Buyer and Sellers shall work together negotiate in good faith to resolve the disputed itemssuch dispute. If Buyer and Sellers are unable fail to resolve all of the disputed items any such dispute within thirty fifteen (3015) calendar days of Xxxxx’s after Buyer's receipt of Sellers' notice of an objection to the Seller applicable Allocation Objection Notice (or such later date as Buyer and Sellers may agree)Schedule, then Buyer and Sellers the parties shall refer submit the disputed items dispute for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine by the final allocation Independent Accountant in accordance with Section 7.10(a), as such allocation methodology. section shall apply hereto mutatis mutandis (provided that the costs of the Independent Accountant shall be paid 50% by Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, 50% by Sellers). The parties hereby agree not to take any amended Tax Returns, and any claims for refund) consistent position inconsistent with the final Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)for Tax reporting purposes.

Allocation of Purchase Price. Sellers Within sixty (60) calendar days after the Adjusted Net Working Capital has become final and binding pursuant to Section 1.7, Buyer agree shall prepare and deliver to allocate amounts Seller a proposed allocation of the Purchase Price (which for purposes of this Section 1.11 shall include any Liabilities required to be treated as consideration part of the Purchase Price for U.S. federal income tax purposes purposes) among the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Internal Revenue Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto of 1986, as amended (the “Allocation ScheduleCode”), and Section 1.5. Within ninety (90) days following the Closing Date, Buyer will provide to Sellers a draft of the Allocation Schedule Such allocation shall be prepared in accordance with the following methodology: (a) if an Asset is reflected in Adjusted Net Working Capital as finally determined pursuant to Section 1.7 and is categorized within the Class I through IV asset classes of Treasury Regulations Section 1.338-6, the fair market value of such Assets shall be as reflected in the Adjusted Net Working Capital as finally determined pursuant to Section 1.7, (b) if an Asset is not reflected in the Final Adjusted Net Working Capital, as finally determined pursuant to Section 1.7 and is categorized within the Class I through IV asset classes of Treasury Regulations Section 1.338-6, the fair market value of such Assets shall be the book value of such Assets at Closing (as calculated in accordance with Seller’s historical accounting methods, policies, practices and procedures), (c) the adjusted Tax basis of the Class V through VI asset classes of Treasury Regulations Section 1.338-6 shall be treated as their respective fair market values, (d) the value of the restrictive covenants set forth in Article VI shall equal $50,000, and (e) all residual fair market value of the Company assets shall be assigned to the Treasury Regulations Section 1.338-6 Class VII asset class of Treasury Regulations Section 1.338-6. For a period of sixty (60) calendar days following Seller’s receipt of Buyer’s proposed allocation, Seller and Buyer shall work together to seek an agreement on the proposed allocation. If Seller and Buyer are unable to reach an agreement regarding such allocation during such 60-day period (or by such other deadline as Seller and Buyer agree in writing), Buyer and Seller shall submit their disagreement to the Independent Accounting Firm to be resolved in accordance with the preceding methodology. IfThe final allocation, whether as prepared by Buyer and not timely objected to by Seller, as agreed by the Parties or as determined by the Independent Accounting Firm (the “Final Allocation”), shall be final and binding on all Parties. Except as required pursuant to a “determination” within the meaning of Section 1313 of the Code (or any similar provision of state, local or foreign Law) or as otherwise provided herein, Seller, the Buyer Parties, the Selling Person and all of their respective Affiliates shall file all Tax Returns in a manner consistent with the Final Allocation and shall take no position inconsistent therewith (including in any amended Tax Returns, claims for refund or audits or examination by any Governmental Body or any other Proceedings) on any Tax Return or in connection with any Proceeding regarding Taxes; provided, however, that nothing herein shall prevent a Party from settling any proposed deficiency or adjustment by any Governmental Body based on the Final Allocation and no Party will be required to litigate any proposed adjustment by any Governmental Body challenging such Final Allocation; and further provided, however, that (a) Buyer’s cost may differ from the total amount allocated hereunder to reflect the inclusion in the total cost of items (for example, capitalized acquisition costs) not included in the total amount so allocated and (b) the amount realized by Seller may differ from the total amount allocated hereunder to reflect transaction costs that reduce the amount realized for income Tax purposes. In the event that the Final Allocation is disputed by any Governmental Body, the Party receiving the notice of the contest shall provide the other Parties with prompt written notice thereof (which in any event shall be provided within thirty (30) calendar days of Sellers’ receipt receiving notice of contest from the Governmental Body). Any fees and expenses of the Independent Accounting Firm to resolve a dispute in accordance with this Section 1.11 shall be borne 50% by Seller and 50% by Buyer’s proposed allocation. To the extent reasonably 12 requested by any Party, Sellers do not deliver subject to the foregoing, Buyer written notice (a “and Seller Allocation Objection Notice”) shall reasonably cooperate in the filing of any objections that they have forms with respect to such allocation, Xxxxx’s proposed allocation including any required amendments to such forms. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation. Any adjustments to the Purchase Price (which shall include an adjustment pursuant to Section 4.9(e)) and the Earn-Out Payments (excluding imputed interest), if any, shall be final and binding to all parties. If Sellers timely deliver to Buyer allocated among the Assets in a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of the Seller Allocation Objection Notice (or such later date as Buyer and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) manner consistent with the Final Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of and, if necessary, consistent with Section 1313(a) of the Code4.9(e)).

Allocation of Purchase Price. Sellers The purchase and sale of the Interests pursuant to this Agreement shall be treated, for federal and applicable state income tax purposes, as a purchase by Buyer of the assets of the Company (other than the interests in the Company Subsidiary owned by the Company) and the Company Subsidiary. Between the date hereof and the Due Diligence Date, the parties hereto will cooperate in good faith to agree to allocate amounts treated upon a schedule allocating the Purchase Price (as consideration determined for U.S. federal income tax purposes among the Purchased Assets for all purposes (purposes, including tax and financial accounting) in accordance with Section 1060 any assumed Liabilities that are required to be treated as part of the Code Purchase Price for federal income tax purposes) among such assets, and such schedule shall be attached to this Agreement as Exhibit B. If the Treasury Regulations promulgated thereunder and parties have agreed upon Exhibit B prior to the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within ninety (90) days following the Closing Due Diligence Date, Seller shall deliver to Buyer will provide to Sellers a draft of the Allocation Schedule prepared in accordance with such allocation methodology. If, within thirty (30) calendar days Business Days of Sellers’ the delivery of the Post-Closing Statement a purchase price allocation (“Seller’s Allocation”) that conforms to the principles of such Exhibit B. Buyer shall accept and agree to Seller’s Allocation unless Buyer, acting in good faith, objects to Seller’s Allocation, in which case Buyer shall, within fifteen (15) Business Days after receipt of BuyerSeller’s proposed allocationAllocation, Sellers do not deliver Buyer written notice (to Seller of such objection. Such notice shall specify in reasonable detail the items in Seller’s Allocation to which Buyer objects and the basis for such objection. In the event that the parties cannot mutually agree upon a “Seller Allocation Objection Notice”) of any objections that they have resolution with respect to such allocation, Xxxxx’s proposed allocation shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together in good faith to resolve the disputed items. If Buyer and Sellers are unable to resolve all of the disputed items within thirty fifteen (3015) calendar days Business Days of XxxxxSeller’s receipt of such notice, such disagreement shall be treated in the Seller Allocation Objection Notice (or same manner as a disagreement described in Section 1.6(c), shall be resolved consistently with the manner in which disputes described in Section 1.6(c) are resolved and such later date as resolution(s) will be reflected on the purchase price allocation. Buyer and Sellers may agree)Seller agree to (a) be bound by the purchase price allocation, then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellersif any, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation established in accordance with such allocation methodology. Buyer and Sellers shall file this Section 1.3, as it may be adjusted for changes resulting from adjustment to the Purchase Price pursuant to Section 1.6 (the “Purchase Price Allocation”), (b) act in accordance with the Purchase Price Allocation in the filing of all applicable Tax Returns (including including, without limitation, filing IRS Form 8594 (and any supplemental or amended Form 8594) with their United States federal income Tax Return for the taxable year that includes the Closing Date) and in the course of any Tax audit, any amended Tax Returnsexamination or Tax litigation relating thereto, and any claims for refund(c) consistent with the Allocation Schedule and shall take no position contrary thereto or and cause its Affiliates to take no position inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent with the Purchase Price Allocation for Tax purposes, unless otherwise required pursuant to a contrary “determination” (within the meaning of Section 1313(a) of the Code). If Buyer and Seller are unable to agree upon Exhibit B prior to the Due Diligence Date, each party shall be free to allocate the Purchase Price (as determined for federal income tax purposes, including any assumed Liabilities that are required to be treated as part of the Purchase Price for federal income tax purposes) as it determines, and neither party shall be bound by the other party’s allocation.

Allocation of Purchase Price. Sellers and Buyer agree to allocate amounts treated (a) As soon as consideration for U.S. federal income tax purposes among practicable after the Purchased Assets for all purposes (including tax and financial accounting) in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and the allocation methodology set forth in Schedule 3.3 attached hereto (the “Allocation Schedule”). Within Agreement Date, but no later than ninety (90) days following thereafter, the Closing Date, Buyer will provide to Sellers Seller shall submit a draft preliminary allocation of the Purchase Price (taking into account any Assumed Liabilities to the extent treated as “amount realized” under applicable Law) among the Acquired Assets consistent with the arm’s length principle (the “Purchase Price Allocation”) to the Purchaser in writing (such statement, the “Preliminary Allocation Schedule prepared Statement”). The Purchaser shall thereupon have thirty (30) days to review the preliminary Purchase Price Allocation set forth on the Preliminary Allocation Statement and to notify the Seller in accordance writing of any aspects thereof with such allocation methodologywhich it disagrees. If, If the Purchaser does not respond within thirty (30) calendar days of Sellers’ receipt of Buyer’s proposed allocationthe Preliminary Allocation Statement from the Seller, Sellers do not deliver Buyer written notice (a “the Purchase Price Allocation provided by the Seller Allocation Objection Notice”) shall be treated as conclusive and binding on the parties hereto for all purposes hereunder. In the event of any objections that they have to such allocationdisagreement, Xxxxx’s proposed allocation the parties shall be final and binding to all parties. If Sellers timely deliver to Buyer a Seller Allocation Objection Notice, then Buyer and Sellers shall work together negotiate in good faith to resolve the disputed itemssuch disagreement. If Buyer the Purchaser and Sellers the Seller are unable to resolve agree on the Purchase Price Allocation by the date that is one hundred fifty (150) days after the Agreement Date, the Purchaser and the Seller shall jointly engage a third-party accountant, reasonably acceptable to both the Purchaser and the Seller, to prepare, in its reasonable determination, the Purchase Price Allocation that shall be conclusive and binding on the parties hereto for all purposes hereunder. The Purchaser and the Seller agree to provide to the third-party accountant such information as the third-party accountant may reasonably request in connection with the preparation of such schedule and shall request that the third-party accountant prepare and deliver to the Purchaser and the Seller such Purchase Price Allocation as promptly as practicable, but no later than 180 days after the Agreement Date. Any fees of the disputed items within thirty (30) calendar days of Xxxxx’s receipt of third-party accountant shall be split equally by the Seller Allocation Objection Notice (or such later date as Buyer Purchaser and Sellers may agree), then Buyer and Sellers shall refer the disputed items for resolution to an accounting firm of national reputation mutually acceptable to Buyer and Sellers, with no existing relationship with either Buyer or Sellers and such accounting firm shall determine the final allocation in accordance with such allocation methodology. Buyer and Sellers shall file all applicable Tax Returns (including Form 8594, any amended Tax Returns, and any claims for refund) consistent with the Allocation Schedule and shall take no position contrary thereto or inconsistent therewith (including in any audits or examinations by any taxing authority or any other proceedings) absent a contrary “determination” (within the meaning of Section 1313(a) of the Code)Seller.